I!fi!v.©f  ni.  Library 
El 

3fj3 


iFirat  Hiartgag? 


EAST  ST.  LOUIS  AND  INTERURBAN  WATER 
COMPANY 

TO 

THE  FARMERS*  LOAN  AND  TRUST  COMPANY, 

TRUSTEE 


July  /,  1916 


I 


B42 


This  “Exhibit  A”  is  the  form  of  mortgage  or  deed  of  trust  submitted 
by  the  East  St.  Louis  and  Interurban  Water  Company,  with  its  supple- 
mental application  in  No.  5271,  and  approved  and  authorized  by  the 
order  of  the  State  Public  Utilities  Commission  of  Illinois  entered  on 
the  28th  day  of  December,  A.  D.,  1916. 

(sgd)  R.  V.  Prather. 

Secretary. 


Seal 

State  Public  Utilities 
Commission,  Illinois 


EAST  ST.  LOUIS  AND  INTERURBAN  WATER  COMPANY 


FIRST  MORTGAGE 


TABLE  OF  CONTENTS  * 


Page. 

Parties 1 

Recitals 1 

Purposes  of  mortgage 1 

Form  of  Bond 2 

Form  of  coupon 4 

Form  of  Trustee’s  Certificate 4 

Form  of  Junior  Lien  Note 5 

Form  of  Trustee’s  Certificate 7 

Authorization  of  mortgage,  bonds  and  junior  lien  notes 7 

Compliance  with  other  conditions  precedent 7 

Granting  Clauses  : 

Grant  and  conveyance 7 

Descriptions  of  real  estate  mortgaged 8-24 

Other  property  mortgaged  including  collateral 24-26 

Habendum  clause 26 

Subject  to  liens  of: 

(a)  Mortgage  of  City  Water  Company  of  East  St.  Louis  dated  January 

1,  1894 26 

(&)  Mortgage  of  Granite  City,  Madison  and  Venice  Water  Company, 

dated  March  1,  1901 27 

(c)  Mortgage  of  Belleville  Water  Supply  Company,  dated  June  1,  1910.  . 27 

( d ) Mortgage  of  City  Water  Company  of  East  St.  Louis  and  Granite 

City,  dated  January  2,  1905 27 

Grant  in  trust 27 

General  Covenant  as  to  Conditions  upon  Which  Bonds  are  to  be  Issued 28 

Article  I.  Execution  and  Issue  of  Bonds  and  Junior  Lien  Notes 28 

Section  1.  Amount  of  bonds  and  junior  lien  notes  that  may  be  issued  and 

security  therefor 28 

Section  2.  Initial  issue  of  $422,000  of  Series  A Bonds 29 


The  Table  of  Contents  is  not  a part  of  the  original  mortgage  as  executed. 


11 


Page. 

Section  3.  Additional  bonds  to  the  amount  of  $3,276,500  to  be  issued  from 
time  to  time  upon  the  deposit  with  the  Trustee  of  uncancelled 

underlying  bonds  of  an  equal  principal  amount 29 

Section  4.  Junior  lien  notes  to  the  amount  of  $456,500  to  be  issued 32 

Junior  lien  notes  exchangeable  for  bonds  upon  certain  conditions.  33 
Instruments  required  to  be  furnished  Trustee  before  exchanges 

made 33 

Section  5.  Bonds  may  be  issued  in  future  upon  certain  conditions  to  80% 

of  cost  of  permanent  improvements,  extensions  or  additions ....  34 

Method  of  computing  net  earnings 34 

Instruments  required  to  be  furnished  Trustee  prior  to  certifica- 
tion of  bonds  under  this  section 35 

Further  definition  of  gross  and  net  earnings 37 

Section  6.  Substitution  of  new  bonds  for  old  bonds — papers  to  be  presented 

to  Trustee . ...  37 

Old  bonds  or  cash  required  to  be  furnished  Trustee  upon  such 

substitution 37 

Section  7.  Conclusiveness  of  papers  presented  to  Trustee 38 

Section  8.  Form  of  bonds,  coupons  and  junior  lien  notes — denominations; 

interest ; redemption 38 

Certificate  of  Trustee 39 

Bonds  may  be  issued  in  series 39 

Exchange  of  bonds  of  one  series  for  those  of  another 39 

Section  9.  Registration  and  transfer  of  bonds 40 

Coupons  continue  transferable  by  delivery 40 

Section  10.  Execution  of  bonds  by  existing  officers  valid  though  not  in  office 

at  the  time  of  certification 41 

Matured  coupons  to  be  detached  priod  to  certification 41 

Section  11.  Temporary  bonds  and  notes 41 

Section  12.  Loss,  destruction  or  mutilation  of  bonds  and  notes 42 

Section  13.  Person  in  whose  name  bonds  and  notes  are  registered  to  be  deemed 

the  owner  thereof 42 

Bearer  of  coupon  bonds  and  coupons  to  be  deemed  the  owner.  ...  42 

Section  14.  No  additional  bonds  to  be  issued  in  case  Company  is  prevented 
from  doing  business  in  City  of  Belleville,  Granite  City,  Madison 
or  Venice  until  resumption  of  business  unless  Company  has 
delivered  to  Trustee  for  cancellation  bonds  of  the  issue  hereby 

secured  to  the  amount  specified 42 

Provided  cash  actually  expended  for  permanent  improvements, 
etc.,  upon  plant  outside  of  municipality  so  affected  shall  be  deemed 
equivalent  to  cancellation  of  equal  principal  amount  of  bonds 

hereby  secured 43 

Amount  of  bonds  to  be  retired  in  event  of  the  prevention  of 

doing  business  in  certain  municipalities 43 

(a)  Belleville  $650,000,  principal  amount 43 

(&)  Granite  City  $600,000,  principal  amount 43 

(c)  Madison  $125,000,  principal  amount 43 

( d ) Venice  $100,000,  principal  amount 43 

In  event  of  sale  or  taking  by  eminent  domain  of  plants  and  prop- 
erty of  Company  within  either  of  said  municipalities,  Company 


Ill 


Page. 

agrees  within  eighteen  months  thereafter  to  apply  the  proceeds 
of  the  sale: 

(a)  to  the  purchase  and  cancellation  of  bonds  or  redemption 

of  bonds;  or 43 

(b)  to  reimburse  Company  for  expenditures  of  an  equal  amount 

of  cash  in  construction  or  acquisition  of  permanent  improve- 
ments, etc 43 

If  Proceeds  shall  not  have  retired  an  amount  of  bonds  at  least 
equal  to  an  amount  hereinbefore  specified  no  further  bonds  shall 
be  authenticated  until  such  additional  amount  of  bonds  shall  have 
been  retired  (cash  expended  upon  the  remaining  mortgaged 
property  being  treated  however,  as  an  equivalent  thereof) 43 

Article  II.  Particular  Covenants  of  the  Company 44 

Section  1.  Of  seizin,  possession,  and  right  to  mortgage 44 

Section  2.  To  pay  principal  and  interest  of  bonds  and  notes  without  deduc- 
tion for  taxes 44 

To  cancel  coupons  as  paid 44 

Hot  to  extend  coupons 44 

Extended  or  pledged  coupons  not  entitled  to  benefit  of  mortgage.  44 

Section  3.  To  maintain  office  or  agency  in  Hew  York 45 

Section  4.  To  pay  taxes  and  other  charges 45 

Hot  to  permit  any  prior  liens  to  attach  to  mortgaged  property. . 45 

Section  5.  To  keep  property  insured 45 

Application  of  insurance  moneys 45 

Section  6.  To  maintain  and  repair  property 46 

To  preserve  and  renew  franchises,  etc 46 

Section  7.  Trustee  or  receiver  empowered  to  advance  money  for  taxes, 

insurance,  or  repairs  and  to  have  a prior  lien  for  reimbursement.  46 

Section  8.  For  further  assurance 46 

Section  9.  To  permit  Trustee  to  examine  books,  etc 47 

To  furnish  Trustee  with  balance  sheet,  a statement  of  earnings 

and  schedule  of  property  mortgaged 47 

Section  10.  Hot  to  issue  bonds  hereunder  except  as  provided  in  this  indenture.  47 

Article  III.  Bedemption  of  Bonds 47 

Bonds  may  be  redeemed  on  any  interest  day  at  price  specified 

therein  47 

Provisions  governing  call  of  bonds  for  redemption 47 

Bedeemed  bonds  to  be  cancelled  and  delivered  to  company 48 

Article  IV.  Possession,  Use  and  Belease  of  Mortgaged  Property 48 

Section  1.  If  not  in  default  the  company 48 

Shall  remain  in  possession  and  receive  income  of  mortgaged 

property  48 

May  dispose  of  replaced  equipment  or  supplies  without  release.  . 48 

May  without  release  under  certain  conditions  surrender  or  assent 
to  the  modification  of  any  franchise 49 


IV 


Page. 

Section  2.  Release  of  other  property  by  Trustee — Instruments  required  to 

be  furnished  Trustee 49 

Resolutions  and  other  papers  may  be  accepted  by  trustee  as 

conclusive  51 

New  property  acquired  in  place  of  property  released  to  be  sub- 
ject to  lien  of  this  mortgage 51 

Section  3.  Power  to  sell  or  dispose  of  property  may  be  exercised  by  receiver 

or  Trustee  in  certain  events 51 

Purchaser  not  required  to  investigate 51 

Article  Y.  Application  of  Money  Received  by  the  Trustee 52 

All  obligations  received  by  the  Trustee  under  Section  2,  of 
Article  IY,  shall  be  held  and  collected  by  it  and  interest  thereon 

shall  be  paid  to  the  Company,  if  it  is  not  in  default 52 

Moneys  received  by  Trustee  to  be  paid  to  company  in  certain 
events  to  construct  permanent  improvements,  extensions,  or  addi- 
tions, or  to  replace  property  destroyed  by  fire — papers  to  be  pre- 
sented to  Trustee 52 

Resolutions  and  other  papers  may  be  accepted  by  Trustee  as 

conclusive  54 

Any  such  moneys  not  applied  to  reimburse  the  company  may  be 
used  by  the  Trustee  to  purchase  bonds  issued  and  outstanding 

under  this  mortgage 54 

Provisions  governing  purchase  of  such  bonds 54 

Article  YI.  Maintenance  and  Improvement  Fund 55 

Sum  equal  to  nine  per  cent,  of  gross  earnings  of  company  shall 
be  set  apart  in  the  twelve  months’  period  ending  June  30th,  1917, 
and  in  each  twelve  months  period  thereafter  as  maintenance 

and  improvement  fund 55 

Four-ninths  of  such  amount  shall  be  charged  to  operating 

expenses  55 

All  such  amounts  paid  to  the  Trustee  shall  be  held  by  it  as  a 

separate  fund % 56 

Should  Board  of  Directors  deem  such  amount  in  hands  of  Trustee 
in  excess  of  amount  reasonably  required  for  improvements,  etc., 
it  may  by  resolution  direct  the  Trustee  to  apply  all  or  any  part 
of  such  fund  to  the  purchase  or  redemption  of  bonds 57 

Article  YII.  Remedies  Upon  Default 57 

Section  1.  Principal  may  be  declared  due 57 

90  days  of  grace 57 

Majority  in  interest  of  bondholders  may  waive  default  in  certain 

cases  58 

Section  2.  Trustee  may  enter  into  possession  and  operate  mortgaged 

property  58 

Provisions  for  application  of  income 59 

Section  3.  Trustee  may  sell  mortgaged  property 60 

Provisions  governing  such  sale 60 


V 


Page. 

Section  4.  Trustee  may  commence  judicial  proceedings 60 

Trustee  may  proceed  to  foreclose  and  sell  mortgaged  property. . . 61 

Action  by  Trustee  is  obligatory  in  certain  events 61 

No  bondholder  or  noteholder  may  sue 61 

Remedies  not  exclusive 61 

Section  5.  Majority  in  amount  of  bondholders  may  have  right  to  direct 

all  proceedings 62 

Section  6.  Trustee  may  have  receiver  appointed 62 

Section  7.  In  event  of  sale,  principal  of  bonds  shall  become  due 62 

Section  8.  Bondholders  or  trustee  may  purchase  mortgaged  property  and 

use  bonds  to  pay  purchase  price 62 

Section  9.  Application  of  proceeds  of  sale 63 

Payment  of  taxes,  prior  liens,  and  costs  of  sale,  etc 63 

Payment  of  principal  and  interest  of  bonds 63 

Payment  of  principal  and  interest  of  notes 64 

Payment  of  surplus  to  company 64 

Section  10.  Waiver  of  appraisement  and  extension  laws 64 

Section  11.  Waiver  of  one  default  shall  not  affect  any  other  default 65 

Section  12.  Parties  to  be  restored  to  original  position  if  proceedings  dis- 
continued   65 

Section  13.  Delay  or  omission  to  exercise  any  right  on  default  shall  not  be 

deemed  a waiver  thereof 65 

Article  VIII.  Evidence  of  Rights  of  Bondholders 65 

Article  IX.  Defeasance  66 

Discharge  of  Mortgage 67 

Article  X.  Immunity  of  Officers,  Stockholders  and  Directors 67 

Article  XI.  Consolidations,  Mergers,  Sales  and  Leases 68 

Section  1.  Consolidation,  merger  sales  or  leases  of  all  the  mortgaged  prop- 
erty, as  an  entirety,  allowed  upon  certain  terms 68 

Section  2.  The  Company  so  acquiring  the  property  of  the  mortgagor  upon 
compliance  with  certain  conditions  shall  succeed  to  and  be  sub- 
stituted for  the  mortgagor  in  this  indenture 68 

Special  provision  concerning  certification  of  bonds  against  per- 
manent improvements,  extensions  and  additions  made  by  the  suc- 
cessor corporation 69 

Trustee  may  accept  opinion  of  counsel  that  conditions  are  com- 
plied with 70 

Section  3.  Upon  consolidation,  merger,  sale  or  lease  this  mortgage  shall  be 
limited  in  lien  to  property  to  which  it  originally  attached  and 

improvements  thereto 70 

Section  4.  “Company”  shall  include  successor  corporation 71 

Section  5.  Surrender  of  powers 71 

Article  XII.  Concerning  the  Trustee 71 

Acceptance  of  trust  upon  certain  conditions  as  follows 71 


VI 


Page. 

Section  1.  Trustee  not  required  to  notice  default  until  specifically  notified, 

nor  to  take  action  until  indemnified,  etc 72 

Trustee  not  liable  for  acting  on  any  notice,  etc.,  believed  to 

be  genuine 72 

Recitals  in  mortgage,  bonds  or  coupons  not  made  by  Trustee.  ...  72 

Trustee  makes  no  representation  as  to  validity  of  indenture, 
bonds  or  coupons,  or  notes,  or  as  to  security  therefor,  or  title 

of  company 72 

Trustee  not  required  to  record  mortgage,  nor  to  take  possession 

of  personal  property  mortgaged 72 

Trustee  not  under  any  duty  as  to  taxes,  insurance,  etc 73 

Trustee  not  liable  for  acts  of  agents,  nor  for  anything  save  wilful 

default  or  gross  negligence 73 

Trustee’s  compensation,  etc 73 

Proof  of  facts  required  by  Trustee 73 

Trustee  shall  allow  interest  on  deposits  and  may  deal  in  bonds 

and  coupons  issued  hereunder 74 

Section  2.  Resignation  of  Trustee 74 

Section  3.  Appointment  of  successor  trustee 75 

Application  to  court  in  certain  cases 75 

Qualification  of  successor  trustee 75 

Every  successor  trustee  shall  be  a trust  company,  etc 76 

Article  XIII.  Miscellaneous  Provisions 76 

Covenants  for  sole  benefit  of  parties  and  bondholders 76 

Parties  to  include  successors  and  assigns 76 

Execution  in  several  counterparts 76 

Acknowledgments  78 

Certificates  of  Record 80 


Jttiienhtre.  bearing  date  the  1st  day  of  July,  1916,  made  and 
entered  into  by  and  between  East  St.  Louis  and  Interurban  Water 
Company,  a corporation  of  the  State  of  Illinois,  hereinafter  called  the 
Company,  party  of  the  first  part,  and  The  Farmers’  Loan  and  Trust 
Company,  a corporation  of  the  State  of  New  York,  as  Trustee,  hereinafter 
called  the  Trustee,  party  of  the  second  part : 

Whereas,  the  Company  has  deemed  it  necessary  to  borrow  money 
for  its  corporate  purposes  and  to  issue  its  bonds  and  notes  therefor,  and 
to  mortgage  its  property,  hereinafter  described,  to  secure  the  payment 
of  the  same,  and  to  that  end  has  duly  authorized  and  directed  an  issue 
of  its  bonds,  issued  and  to  be  issued  as  hereinafter  set  forth,  to  be  desig- 
nated as  its  First  Mortgage  and  Refunding  Gold  Bonds,  such  bonds  to 
be  coupon  bonds  in  denominations  of  $100,  $500  and  $1,000  each  with 
interest  coupons  attached,  with  the  fae-simile  signature  of  the  present 
Treasurer  of  the  Company  thereon,  said  bonds  to  be  signed  in  its  corpo- 
rate name  by  its  president  or  a vice-president,  to  be  impressed  with  its 
corporate  seal,  attested  by  its  secretary  or  an  assistant  secretary,  and 
to  be  authenticated  by  the  Trustee ; and  to  the  same  end  has  duly  author- 
ized and  directed  an  issue  of  its  notes,  issued  and  to  be  issued  as  herein- 
after set  forth,  to  be  designated  as  its  Junior  Lien  Notes,  such  Notes 
to  be  registered  notes  without  coupons,  in  the  denomination  of  $500  and 
multiples  thereof  for  an  aggregate  principal  amount  not  exceeding  $456,- 
500,  and  to  be  subject  and  subordinate  as  to  the  payment  both  of  principal 
and  interest  to  full  payment  of  principal  and  interest  of  all  First  Mort- 
gage and  Refunding  Gold  Bonds  issued  and  to  be  issued  hereunder,  but 
to  be  exchangeable  from  time  to  time,  in  the  manner  and  upon  the  terms 
set  forth  herein,  for  an  equal  principal  amount  of  First  Mortgage  and 
Refunding  Gold  Bonds;  which  said  First  Mortgage  and  Refunding  Gold 
Bonds,  Coupons,  Junior  Lien  Notes  and  Trustee’s  certificates  of  authen- 
tication are  to  be  substantially  in  the  forms  following,  viz. : 


2 


[form  of  first  mortgage  and  refunding  gold  bonds.] 

UNITED  STATES  OF  AMERICA, 

State  of  Illinois. 

EAST  ST.  LOUIS  AND  1NTERURBAN  WATER  COMPANY. 

First  Mortgage  and  Refunding  Gold  Bond. 

No Series $ 

East  St.  Louis  and  Interurban  Water  Company  (hereinafter  called 
the  Company),  for  value  received,  promises  to  pay  to  the  bearer,  or,  if  reg- 
istered, to  the  registered  holder  hereof,  on  the  first  day  of  , 

at  the  office  or  agency  of  the  Company  in  the  City  of  New  York, 

dollars  in  gold  coin  of  the  United  States  of  America, 
of  or  equal  to  the  present  standard  of  weight  and  fineness,  and  to  pay 
interest  thereon  from  , at  the  rate  of 

per  centum  per  annum  in  like  gold  coin,  payable  at  said  office  or  agency 
on  the  first  days  of  and  in  each  year 

according  to  the  tenor  of  the  respective  coupons  hereto  attached,  until 
such  principal  shall  be  paid.  Both  principal  and  interest  of  this  bond 
are  payable  without  deduction  for  any  taxes,  assessments  or  other  govern- 
mental charges  which  the  Company  may  be  required  to  pay  thereon,  or 
authorized  to  retain  therefrom  under  any  present  or  future  law  or  re- 
quirement of  the  United  States  of  America,  or  any  State,  county, 
municipality  or  other  governmental  subdivision  thereof,  except  so  far  as 
the  Company  cannot  lawfully  agree  to  pay  interest  hereon  without  such 
deduction. 

This  bond  is  one  of  an  issue  of  bonds  of  the  Company,  known  as  its 
First  Mortgage  and  Refunding  Gold  Bonds,  all  issued  and  to  be  issued 
under  and  equally  secured  by  a Mortgage  and  Deed  of  Trust  (hereinafter 
called  the  Mortgage),  dated  1,  1916,  executed  by  the  Com- 

pany to  The  Farmers’  Loan  and  Trust  Company,  as  Trustee,  to  which 
this  bond  is  subject  and  to  which  reference  is  made  for  a description 
of  the  property  mortgaged  and  pledged,  the  nature  and  extent  of  the 


3 


security,  the  rights  of  the  holders  of  the  bonds  and  the  terms  and  condi- 
tions upon  which  the  bonds  are  issued  and  secured.  As  provided  in  the 
Mortgage,  this  bond  is  subject  to  redemption  at  par  and  accrued  interest 
and  a premium  of  per  centum  upon  the  principal,  upon  four 

weeks’  published  notice,  on  , or  on  any  interest  date 

prior  thereto,  or  upon  any  interest  date  subsequent  thereto,  on  similar 
notice,  at  par  and  accrued  interest  and  a premium  of  per 

centum  upon  the  principal.  The  principal  hereof  may  also  become  due 
on  the  conditions,  in  the  manner  and  at  the  time  set  forth  in  the  Mort 
gage,  if  default  be  made  in  the  payment  of  interest  on  any  of  the  bonds  of 
this  issue  or  in  the  performance  of  certain  covenants  of  the  Mortgage. 

This  bond  may  be  registered  as  to  principal  in  the  owner's  name 
upon  the  books  of  the  Company  at  its  office  or  agency,  in  the  City  of 
New  York,  such  registration  being  noted  hereon,  after  which  no  valid 
transfer  hereof  can  be  made,  except  on  said  books,  until  after  registered 
transfer  to  bearer,  but  after  such  registered  transfer  to  bearer,  this  bond 
shall  be  again  transferable  by  delivery.  Such  registration,  however, 
shall  not  affect  the  negotiability  of  the  coupons  which  shall  always  be 
payable  to  bearer  and  transferable  by  delivery. 

No  recourse  shall  be  had  for  the  payment  of  the  principal  or  interest 
of  this  bond  against  any  stockholder,  officer  or  director  of  the  Company, 
either  directly  or  through  the  Company  under  any  statute  or  by  the 
enforcement  of  any  assessment  or  otherwise,  all  such  liability  of  stock- 
holders, directors  and  officers  being  released  by  the  holder  hereof  by  the 
acceptance  of  this  bond  and  being  likewise  waived  and  released  by  the 
terms  of  the  Mortgage. 

This  bond  shall  not  become  obligatory  until  The  Farmers’  Loan  and 
Trust  Company,  the  Trustee  under  the  Mortgage,  or  its  successors  there- 
under, shall  have  signed  the  form  of  certificate  endorsed  hereon. 

In  witness  whereof,  East  St.  Louis  and  Interurban  Water  Company 
has  caused  this  bond  to  be  signed  in  its  name  by  its  President  or  a Vice- 
President  and  its  corporate  seal  to  be  hereto  affixed  and  attested  by  its 


4 


Secretary  or . an  Assistant  Secretary,  and  interest  coupons  bearing  the 
fac-simile  signature  of  its  Treasurer  to  be  attached  hereto,  this 
day  of  , 19 

East  St.  Louis  and  Interurban  Water  Company, 

By 

President. 

Attest : 


Secretary. 


[form  of  coupon.] 

No $ 

On  the  first  day  of  , 19  , East  St.  Louis  and 

Interurban  Water  Company  will  pay  to  bearer,  at  its  office  or  agency  in 
the  City  of  New  York,  dollars  in  gold  coin, 

without  deduction  for  taxes,  as  specified  in  its  First  Mortgage  and 
Refunding  Gold  Bond  No.  , being  six  months’  interest  then 

due  on  said  bond. 

This  coupon  will  not  be  payable  if  said  bond  shall  have  been  called 
for  previous  redemption. 


Treasurer. 


[form  of  trustee’s  certificate  of  authentication.] 

This  is  to  certify  that  this  bond  is  one  of  the  bonds  described  in  the 
within  mentioned  mortgage. 


The  Farmers’  Loan  and  Trust  Company, 

Trustee, 


By 


[FORM  of  junior  lien  notes.] 

UNITED  STATES  OF  AMERICA, 

State  of  Illinois. 

EAST  ST.  LOUIS  AND  INTERURBAN  WATER  CO. 

Junior  Lien  Note. 

No.... $ 

East  St.  Louis  and  Interurban  Water  Company  (hereinafter  called 
the  Company),  for  value  received,  promises  to  pay  to  , or 

registered  assigns,  on  the  first  day  of  July,  1942,  at  the  office  or 
agency  of  the  Company  in  the  City  of  New  York,  dollars 

in  gold  coin  of  the  United  States  of  America,  of  or  equal  to  the  present 
standard  of  weight  and  fineness,  and  to  pay  interest  thereon  from  the 
interest  day,  or  , next  preceding 

the  date  of  this  note  at  the  rate  of  five  per  centum  per  annum  in  like 
gold  coin,  payable  at  said  office  or  agency  on  the  first  days  of  January 
and  July  in  each  year,  until  such  principal  shall  be  paid.  Both 
principal  and  interest  of  this  note  are  payable  without  deduction  for  any 
taxes,  assessments  or  other  governmental  charges  which  the  Company 
may  be  required  to  pay  thereon,  or  authorized  to  retain  therefrom  under 
any  present  or  future  law  or  requirement  of  the  United  States  of  America, 
or  any  State,  county,  municipality  or  other  governmental  subdivision 
thereof,  except  so  far  as  the  Company  cannot  lawfully  agree  to  pay 
interest  hereon  without  such  deduction. 

This  note  is  one  of  an  issue  of  notes  of  the  Company,  known  as  its 
Junior  Lien  Notes,  all  issued  and  to  be  issued  under  and  equally  secured 
by  a Mortgage  and  Deed  of  Trust  (hereinafter  called  the  Mortgage), 
dated  July  1,  1916,  executed  by  the  Company  to  The  Farmers’ 
Loan  and  Trust  Company,  as  Trustee,  to  which  this  note  is  subject  and 
to  which  reference  is  made  for  a description  of  the  property  mortgaged 
and  pledged,  the  nature  and  extent  of  the  security,  the  rights  of  the 
holders  of  the  notes  and  the  terms  and  conditions  upon  which  the  notes 
are  issued  and  secured. 


6 


This  note  is  subject  and  subordinate  as  to  the  payment  of  both 
principal  and  interest  hereof  to  the  payment  in  full  of  both  principal 
and  interest  of  all  First  Mortgage  and  Refunding  Gold  Ronds  of  the  Com- 
pany at  any  time  issued  and  outstanding  and  is  exchangeable  for  an 
equal  principal  amount  of  First  Mortgage  and  Refunding  Gold  Bonds  at 
the  times,  in  the  manner  and  upon  the  terms  provided  in  the  Mortgage. 
This  note  is  subject  to  redemption  at  par  and  accrued  interest  upon 
four  weeks’  notice  by  mail  to  the  registered  holder  hereof  upon  any 
interest  date.  The  principal  hereof  may  also  become  due  on  the  condi- 
tions, in  the  manner  and  at  the  time  set  forth  in  the  Mortgage,  if  default 
be  made  in  the  performance  of  certain  covenants  of  the  Mortgage. 

This  note  is  transferable  by  the  registered  holder  hereof  in  person, 
or  by  his  duly  authorized  attorney,  on  the  books  of  the  Company  at 
its  office  or  agency  at  the  City  of  New  York,  upon  surrender  and  cancella- 
tion of  this  note,  and,  thereupon,  a new  registered  note  bearing  interest 
at  the  same  rate  will  be  issued  to  transferee  in  exchange  herefor. 

No  recourse  shall  be  had  for  the  payment  of  the  principal  or  interest 
of  this  note  against  any  stockholder,  officer  or  director  of  the  Company, 
either  directly  or  through  the  Company  under  any  statute  or  by  the 
enforcement  of  any  assessment  or  otherwise,  all  such  liability  of  stock- 
holders, directors  and  officers  being  released  by  the  holder  hereof  by  the 
acceptance  of  this  note  and  being  likewise  waived  and  released  by  the 
terms  of  the  Mortgage. 

This  note  shall  not  become  obligatory  until  The  Farmers’  Loan  and 
Trust  Company,  the  Trustee  under  the  Mortgage,  or  its  successors  there- 
under, shall  have  signed  the  form  of  certificate  endorsed  hereon. 

In  witness  whereof,  East  St.  Louis  and  Interurban  Water  Company 
has  caused  this  note  to  be  signed  in  its  name  by  its  President  or  a Vice- 
President  and  its  corporate  seal  to  be  hereto  affixed  and  attested  by  its 
Secretary  or  an  Assistant  Secretary  this  day  of  , 

1916. 

East  St.  Louis  and  Interurban  Water  Company, 

By 

Attest : President. 


Secretary. 


7 


[form  of  trustee’s  certificate  of  authentication.] 

This  is  to  certify  that  this  note  is  one  of  the  Junior  Lien  Notes 
described  in  the  within  mentioned  mortgage. 


The  Farmers’  Loan  and  Trust  Company, 

Trustee, 


By 


And  whereas,  the  Board  of  Directors  of  the  Company  and  the  stock- 
holders holding  all  its  outstanding  stock  have  regularly  authorized  the 
issue  of  said  bonds  and  notes  and  the  making  of  this  Indenture  at  meet- 
ings thereof  respectively  duly  convened  and  held ; and 

Whereas,  all  other  things  necessary  to  make  the  said  bonds  and 
notes  when  duly  authenticated  by  the  Trustee  valid,  binding  and  legal 
obligations  of  the  Company,  and  to  make  this  Indenture  a valid,  binding 
and  legal  instrument  for  the  security  thereof,  have  been  done  and  per- 
formed and  the  issue  of  said  bonds  and  notes,  as  in  this  Indenture  pro- 
vided, has  been  in  all  respects  duly  authorized : 

Now,  THEREFORE,  THIS  INDENTURE  WITNESSETH  *.  That  East  St.  Louis 
and  Interurban  Water  Company  in  consideration  of  the  premises  and  of 
one  dollar  to  it  duly  paid  by  the  Trustee  at  or  before  the  ensealing  and 
delivery  of  these  presents,  the  receipt  whereof  is  hereby  acknowledged, 
in  order  to  secure  the  payment  both  of  the  principal  and  interest  of  the 
bonds  and  notes  aforesaid,  according  to  their  tenor  and  effect,  hath 
granted,  bargained,  sold,  released,  conveyed,  assigned,  transferred, 
pledged,  set  over  and  confirmed,  and  by  these  presents  doth  grant,  bar- 
gain, sell,  release,  convey,  assign,  transfer,  pledge,  set  over  and  confirm 
unto  The  Farmers’  Loan  and  Trust  Company,  as  Trustee,  and  to  its 
successors  jn  said  trust  and  to  its  and  their  assigns  forever,  all  the 
following  described  properties — that  is  to  say : 

I. 

All  and  singular  the  water  works  systems  of  the  Company  formerly 
known  as  the  water  works  and  plants  of  “City  Water  Company  of  East 


8 


St.  Louis  and  Granite  City”  and  of  “Belleville  Water  Supply  Company,” 
the  former  of  which  is  situate  in  and  near  the  cities  of  East  St.  Louis, 
Granite  City,  Madison,  and  Villages  of  Venice  and  Brooklyn,  in  the  Coun- 
ties of  St.  Clair  and  Madison,  and  the  latter  in  and  near  the  City  of  Belle- 
ville in  the  County  of  St.  Clair,  all  in  the  State  of  Illinois,  and  all  the  real 
estate,  rights  and  interest  in  lands  now  owned  or  hereafter  acquired  by  the 
Company  and  used  in  connection  with  said  water  works  systems,  together 
with  all  buildings  and  machinery  thereon,  and  all  pipes  and  mains,  rights, 
privileges  and  franchises  now  held  or  owned  or  hereafter  acquired  by  the 
Company,  and  any  and  all  other  property  and  estate,  real,  personal  or 
mixed,  now  held  or  owned,  or  which  may  be  hereafter  acquired  by  the 
Company,  and  all  its  tolls,  rents,  incomes  and  profits,  together  with  all 
tenements,  hereditaments  and  appurtenances  to  any  of  the  same  belong- 
ing, and  also  all  deeds,  mortgages,  leases,  contracts  and  all  muniments 
of  title  to  any  and  all  of  said  real  and  personal  property  and  estate. 

The  lands,  easements  and  rights  of  way  hereby  conveyed  include 
the  following  which  are  situate  in  the  counties  of  St.  Clair  and  Madison, 
State  of  Illinois,  and  are  described  as  follows : — 

Parcel  One: — All  the  following  described  lot,  piece  or  parcel  of 
land,  situated  in  the  County  of  St.  Clair  and  State  of  Illinois,  and  known 
and  described  as  follows,  to-wit: — Beginning  at  a point  eleven  hundred 
(1100)  feet  north  of  a tract  of  land  conveyed  by  the  Wiggins  Ferry  Com- 
pany to  one  W.  S.  Hook  by  deed  dated  December  12th,  1882,  and  the 
said  distance  being  measured  upon  a line  at  right  angles  to  said  north 
line  of  said  tract  and  leaving  the  same  eight  hundred  and  thirty  (830) 
feet  from  the  north  west  corner  of  said  tract;  thence  upon  said  right 
angle  line  produced  northwardly  twTo  hundred  and  forty  five  (245)  feet; 
thence  eastwardly  parallel  to  the  north  line  of  Spring  Street  in  the  City 
of  East  St.  Louis  produced  eastwardly  five  hundred  and  fifteen  (515) 
feet;  thence  southwardly  parallel  to  the  right  angle  line  aforesaid  two 
hundred  and  forty  five  (245)  feet;  thence  westwardly  parallel  with  said 
north  line  of  Spring  Street  produced  eastwardly  five  hundred  and  fifteen 
( 515 ) feet  to  the  place  of  beginning,  containing  two  and  eighty  nine  hun- 


9 


dredths  acres  (2.89),  and  situated  in  Lot  forty  four  (44)  a of  the 
undivided  lands  of  the  Wiggins  Ferry  Company  in  the  County  of  St. 
Clair  and  State  of  Illinois,  being  the  tract  of  land  conveyed  to  City  Water 
Company  by  Morris  R.  Locke  et  ux.,  by  deed  dated  the  30th  day  of  Jan- 
uary, 1886,  and  recorded  in  the  office  of  Recorder  of  Deeds,  etc.,  in  and 
for  said  County  in  Book  182,  page  597. 

Parcel  Two  : — Part  of  the  northeast  fractional  quarter  of  section 
Eleven  (11) -in  Township  Two  (2)  North,  Range  Ten  (10)  West  of  the 
Third  Principal  Meridian  in  the  County  of  St.  Clair  and  State  of  Illinois, 
beginning  the  survey  thereof  at  the  southwest  corner  of  a piece  of  land 
conveyed  by  the  Wiggins  Ferry  Company  to  one  Morris  R.  Locke,  by 
deed  dated  January  30th,  1886,  and  recorded  in  the  Recorder’s  Office  of 
said  County  in  Book  183  at  Page  170;  thence  eastwardly  along  the  south- 
erly line  of  said  tract  341.2  feet;  thence  southwardly  at  an  angle  of  90 
degrees  150  feet;  thence  westwardly  at  an  angle  of  90  degrees  171.2  feet; 
thence  southwardly  at  an  angle  of  90  degrees  150  feet ; thence  westwardly 
at  an  angle  of  90  degrees  350  feet;  thence  northwardly  at  an  angle  of 
90  degrees  300  feet ; thence  eastwardly  at  an  angle  of  90  degrees  180  feet 
to  the  place  of  beginning,  containing  three  (3)  acres. 

Being  the  same  property  which  was  sold  and  conveyed  to  the  said 
City  Water  Company  by  James  S.  Kuhn  et  ux,  in  and  by  their  deed 
bearing  date  the  27th  day  of  June,  1904,  and  recorded  in  the  Recorder’s 
Office  in  St.  Clair  County,  Illinois,  in  Book  324,  Page  69. 

Parcel  Three: — All  the  following  described  lot,  piece  or  parcel 
of  land  situated  in  Stites  Township,  County  of  St.  Clair,  and  State  of 
Illinois,  and  known  and  described  as  follows,  to-wit:  All  that  part  of 
Lot  No.  44  a of  the  undivided  Ferry  Lands  situated  in  the  northeast 
fractional  quarter  of  Section  11,  Township  2 North  Range  10  West  of 
the  Third  Principal  Meridian  in  Stites  Township,  St.  Clair  County, 
Illinois,  and  more  particularly  described  as  follows : 

Commencing  at  the  southeasterly  corner  of  a tract  of  land  having 
a width  northerly  and  southerly  of  two  hundred  and  forty-five  feet, 


10 


by  a length  easterly  and  westerly  of  five  hundred  and  fifteen  feet,  con- 
veyed by  the  Wiggins  Ferry  Company  to  Morris  R.  Locke,  by  deed 
dated  January  30th,  1886;  thence  in  a southerly  direction  in  the  straight 
continuation  of  the  easterly  boundary  line  of  the  said  Morris  R.  Locke’s 
property  three  hundred  feet;  thence  westwardly  at  right  angles  to  the 
last  mentioned  line  three  hundred  and  forty-five  feet  to  the  most  south- 
easterly corner  of  the  tract  of  land  conveyed  by  the  Wiggins  Ferry 
Company  to  J.  S.  Kuhn  by  deed  dated  June  15th,  1899 ; thence  meandering 
with  the  easterly  and  southerly  boundary  lines  of  the  property  of  J.  S. 
Kuhn  and  Morris  R.  Locke  to  the  place  of  beginning,  and 

Subject,  however,  to  the  rights  of  the  St.  Louis  National  Stock 
Yards  Company,  a corporation  duly  organized  under  the  laws  of  the 
State  of  Illinois,  to  construct,  maintain  and  repair  forever,  a two  foot 
by  three  foot  bipck  sewer  under  the  above  described  lands  as  secured 
to  the  St.  Louis  National  Stock  Yards  Company  by  a certain  deed  and 
agreement  entered  into  by  it  and  the  Wiggins  Ferry  Company  dated 
the  Third  day  of  February,  1892. 

Being  the  premises  conveyed  and  granted  unto  the  City  Water  Com- 
pany by  the  Wiggins  Ferry  Company,  in  and  by  its  deed  dated  April 
21st  1902,  and  recorded  in  the  Recorder’s  office  in  St.  Clair  County, 
Illinois,  in  Record  Book  302,  Page  12. 

Parcel  Four: — All  of  that  certain  piece  or  parcel  of  land  situated 
in  lots  numbers  44 a and  44 b of  the  undivided  Ferry  Lands  and  in  the 
northeast  fractional  quarter  of  Section  11,  Township  2 North,  Range 
10  West  of  the  Third  Principal  Meridian,  in  Stites  Township,  St.  Clair 
County,  Illinois,  and  more  particularly  described  as  follows:  Com- 
mencing at  the  northeasterly  corner  of  a tract  of  land  having  a width 
northerly  and  southerly  of  two  hundred  and  forty-five  feet,  by  a length 
easterly  and  westerly  of  five  hundred  and  fifteen  feet,  conveyed  by  the 
Wiggins  Ferry  Company  to  Morris  R.  Locke  by  deed  dated  January 
30th,  1886;  thence  in  a northerly  direction  in  the  straight  continuation 
of  the  easterly  boundary  line  of  the  said  Morris  R.  Locke’s  property,  two 


11 


hundred  feet ; thence  westerly  at  right  angles  to  the  last  mentioned  line, 
six  hundred  and  ninety-five  feet  (695')  ; thence  southerly  at  right  angles 
to  last  mentioned  line  four  hundred  and  forty-five  feet  (445')  to  the  north- 
westerly corner  of  the  tract  of  land  conveyed  by  the  Wiggins  Ferry 
Company  to  J.  S.  Kuhn  by  deed  dated  June  15th,  1899 : thence  following 
the  northerly  and  westerly  boundary  lines  of  the  property  of  J.  S. 
Kuhn  and  Morris  K.  Locke  to  the  place  of  beginning.  Containing  four 
and  two  liundreths  (4.02)  acres. 

Being  the  property  sold  and  conveyed  unto  City  Water  Company 
by  the  Wiggins  Ferry  Company,  in  and  by  its  certain  deed  dated  May 
12th,  1904,  and  duly  recorded  in  the  Recorder’s  office  in  St.  Clair 
County,  Illinois,  in  Book  302,  Page  426. 

Parcel  Five: — A certain  piece  of  land  containing  one  (1)  acre  on 
the  west  side  of  the  Village  of  Venice  in  the  County  of  Madison  and  State 
of  Illinois,  and  near  the  east  bank  of  the  Mississippi  River,  said  land 
being  more  particularly  described  as  follows,  to  wit: — Beginning  at  a 
point  north  forty-four  degrees  west  (N.  44°  W.)  seventy-two  (72)  feet 
from  Hie  northwest  corner  of  block  six  (6)  in  the  sub-division  of  the 
Old  Village  of  Venice,  as  recorded  in  the  Circuit  Clerk’s  Office  at 
Edwardsville,  Illinois;  thence  north  twenty  degrees  west  (N.  20°  W.) 
one  hundred  and  fifty  ( 150 ) feet  to  a point ; thence  south  seventy  degrees 
west  (S.  70°  W.)  two  hundred  and  ninety  and  four-tenths  (290.4)  feet 
to  a point;  thence  south  twenty  degrees  east  (S.  20°  E.)  one  hundred 
and  fifty  (150)  feet  to  a point  (said  last  point  being  in  a rock  dyke 
extending  west  war  dly  into  the  Mississippi  River)  ; thence  north  seventy 
degrees  east  (N.  70°  E.)  two  hundred  and  ninety  and  four-tenths 
(290.4)  feet  to  place  of  beginning.  And  also  the  right,  privilege  and 
license  to  lay,  change,  repair  and  maintain,  at  any  one  place  on  the  lands 
now  or  formerly  belonging  to  the  Madison  County  Ferry  Company  lying 
between  the  lot  aforesaid  and  the  Mississippi  River,  water  suction  pipes, 
and  also  a bilge  or  drain  pipe  from  the  engine,  between  said  river  and 
said  acre  lot,  with  the  right  for  such  purpose  from  time  to  time,  and  as 


12 


often  as  may  be  necessary,  to  enter  upon  so  much  of  the  lands  now  or 
formerly  belonging  to  the  Madison  County  Ferry  Company  lying  between 
said  lot  and  the  east  shore  of  said  river  as  may  be  necessary  to  lay,  change, 
repair  and  maintain  said  pipes;  together  with  the  right  to  build,  lay, 
maintain  and  operate,  in  connection  with  said  lot,  a railroad  embank- 
ment fifteen  feet  wide  at  the  top,  and  railroad  switch  tracks  along,  over 
and  upon  a strip  of  ground  fifteen  feet  wide,  running  from  said  lot  to 
lands  to  the  east  of  if,  now  or  formerly  belonging  to  Irwin  Z.  Smith; 
the  center  line  of  said  strip  being  described  as  follows:  to-wit:  Begin- 
ning on  the  south  line  of  said  acre  lot,  and  twelve  and  one-half  (12%,) 
feet  more  or  less,  from  the  southeast  corner  thereof,  and  running  thence 
to  a point  twenty-two  and  one-half  (22%)  feet  north  of  the  northwest 
corner  of  said  block  six  (6)  ; thence  eastwardly  and  parallel  with  the 
north  line  of  the  fifteen  (15)  foot  alley  bounding  said  block  on  the  north 
twelve  hundred  and  eighteen  (1218)  feet,  more  or  less,  to  the  west 
line  of  the  said  lands,  now  or  lately  belonging  to  Irwin  Z.  Smith;  to- 
gether with  the  right  to  use  and  enjoy  as  a wagon  road  to  and  from 
said  acre  lot,  and  for  the  purpose  of  laying,  changing,  repairing  and 
maintaining  water  mains  to  and  from  said  lot,  two  certain  strips  of 
ground,  fifteen  (15)  feet  wide,  adjacent  to,  parallel  with  and  south 
of  said  railway  switch  strip,  the  center  lines  of  said  two  strips  being 
described  as  follows,  to-wit : — 

1st  Strip:  Beginning  on  the  south  line  of  said  acre  lot  and  thirty- 
seven  and  one-half  (37  %)  feet,  more  or  less,  from  its  southeast  corner, 
and  running  thence  parallel  with  the  center  line  of  said  railway-switch 
strip  to  the  north  line  of  said  alley,  or  said  north  line  extended  west- 
wardly. 

2nd  Strip:  Beginning  at  the  center  line  of  the  east  end  of  the 
said  fifteen  foot  alley  and  running  thence  eastwardly  and  parallel  with 
the  center  line  of  said  railway-switch  strip  six  hundred  and  eighty- 
three  (683)  feet  more  or  less,  to  the  west  line  of  the  aforesaid  lands 
now  or  formerly  belonging  to  said  Irwin  Z.  Smith. 


13 


In  the  deed  for  the  foregoing  property  from  the  Madison  County 
Ferry  Company  hereinafter  mentioned,  dated  April  22nd,  1891,  it  is  pro- 
vided as  follows,  to-wit : — 

“But  it  is  understood  and  agreed  between  the  parties  hereto  that 
the  rights  and  privileges  hereby  granted  in  the  two  last  described  strips 
as  a wagon  way,  and  for  water  mains,  shall  not  preclude,  or  in  any  wise 
limit  the  right  of  the  grantor  herein,  its  successors  or  assigns,  from 
using  said  strips  in  common  with  the  said  grantee,  or  of  dedicating  the 
same  as  a public  road,  alley  or  highway,  said  dedication,  However,  to  be 
subject  to  the  above  license  and  rights  of  the  grantee”.  Said  property 
being  the  same  which  the  Madison  County  Ferry  Company,  by  deed 
dated  the  22nd  day  of  April,  A.  D.  1891,  and  recorded  in  the  office  of 
the  clerk  of  the  Circuit  Court  in  and  for  said  County  in  deed  book 
205,  page  88,  granted  and  conveyed  to  William  S.  Kuhn,  Trustee,  and 
subject  to  the  conditions  therein  contained,  and  which  was  also  re- 
leased to  said  Kuhn,  Trustee,  by  D.  R.  Francis,  et  ah,  in  and  by  a 
certain  deed  dated  June  6th,  1891,  and  recorded  in  said  office  in  Book 
205,  page  107. 

Being  the  same  property  which  was  sold  and  conveyed  unto  the 
City  Water  Company  by  William  S.  Kuhn,  Trustee,  in  and  by  his  deed 
bearing  date  November  22nd,  1892,  and  recorded  in  the  office  of  the 
Clerk  of  the  Circuit  Court  of  Madison  County,  Illinois,  in  Book  220, 
Page  77. 

The  foregoing  tracts  designated  as  parcels  One  to  Five,  inclusive, 
are  the  same  as  were  conveyed  by  City  Water  Company  to  City  Water 
Company  of  East  St.  Louis  and  Granite  City  by  deed  dated  January  31, 
1905,  which  deed  was  recorded  in  the  Recorder's  office  of  St.  Clair 
County,  February  7th,  1905,  in  Book  302,  page  598,  and  in  the  Recorder’s 
office  of  Madison  County,  February  16th,  1905,  in  Book  307,  page  550, 
State  of  Illinois. 

> 

Parcel  Six:— Also  the  following  described  real  estate,  situated 
partly  in  the  Town  of  Stites,  and  partly  in  the  City  of  East  St.  Louis, 


14 


County  of  St.  Clair,  State  of  Illinois,  in  Lots  Numbers  Twenty-four  A 
(24-A),  Twenty-five  (25),  Forty-three  (43)  and  Forty-four  A (44-A)  of 
the  Undivided  Ferry  Lands,  in  the  northeasterly  fractional  quarter  of 
section  eleven  (11)  and  the  northwesterly  fractional  quarter  of  section 
twelve  (12)  Township  Two  (2)  North,  Range  Ten  (10)  West  of  the  third 
principal  meridian,  to- wit : 

Beginning  at  the  southeasterly  corner  of  a tract  of  land  conveyed 
by  The  Wiggins  Ferry  Company  to  the  City  Water  Company  of  East 
St.  Louis,  Illinois,  by  deed  dated  the  Twenty-first  (21st)  day  of  April, 
A.  D.  1902,  thence  running  in  an  easterly  direction  in  the  straight 
easterly  continuation  of  the  southerly  boundary  line  of  said  tract  of  land 
a distance  of  two  hundred  and  fifty  (250')  feet,  thence  turning  to  the 
left  with  an  interior  angle  of  ninety  (90°)  degrees  and  running  in  a 
northerly  direction  a distance  of  two  hundred  thirty-three  and  ninety- 
three  one  hundredths  (233.93')  feet  to  a point,  thence  turning  to  the 
left  with  an  interior  angle  of  one  hundred  and  fifty-three  (153°)  degrees 
and  fifty-six  (56)  minutes  and  running  in  a northwesterly  direction  a 
distance  of  seventy-three  and  fifty-five  one  hundredths  (73.55')  feet  to  a 
point;  thence  turning  to  the  left  with  an  interior  angle  of  one  hundred 
sixteen  (116°)  degrees  and  four  (4)  minutes  and  running  in  a westerly 
direction  a distance  of  two  hundred  seventeen  and  sixty-eight  one  hun- 
dredths (217.68')  feet,  more  or  less,  to  a point  in  the  northeasterly  corner 
of  said  tract  of  land  conveyed  as  aforesaid  by  deed  dated  the  21st 
day  of  April,  1902,  thence  running  southwardly  along  the  east- 
erly boundary  line  of  said  tract  of  land  a distance  of  three  hundred 
(300')  feet  to  the  point  of  beginning,  containing  one  and  six  hundred 
ninety-seven  one  thousandths  (1.697)  acres,  more  or  less,  and  subject  to 
the  right  of  the  St.  Louis  National  Stock  Yards  to  forever  operate,  main- 
tain, and  repair  a sewer  now  laid  across  the  northwesterly  part  of  the  par- 
cel of  land  above  described. 

Parcel  Seven  : — The  following  described  real  estate  situated  in  the 
City  of  East  St.  Louis,  St.  Clair  County,  State  of  Illinois,  to-wit: — 


15 


Beginning  at  a point  in  the  northwesterly  corner  of  a parcel  of 
land  conveyed  by  said  Ferry  Company  to  Charles  E.  Kimball  by  deed 
dated  July  10th,  1901,  and  which  point  is  determined  by  measuring 
from  the  southwesterly  corner  of  Block  Number  Three  (3)  of  the  Second 
Ferry  Division  to  the  City  of  East  St.  Louis,  being  the  northeasterly 
corner  of  Spring  Avenue  and  Front  Street  and  marked  with  a cross 
on  a tee  rail  set  on  top  of  the  original  corner  stone ; thence  in  a northerly 
direction  along  the  easterly  line  of  said  Front  Street  and  its  straight 
northwardly  continuation  a distance  of  three  hundred  and  forty-five 
(SIS')  feet  to  a point;  thence  deflecting  to  the  right  with  angle  of 
sixteen  (16°)  degrees  and  measuring  in  a northeasterly  direction  a 
distance  of  ninety -two  and  seventeen  one  hundredths  (92.17')  feet,  the 
beginning  point;  thence  from  said  beginning  point  and  running  in  an 
easterly  direction  along  the  northerly  boundary  line  of  said  Kimball’s 
parcel  of  land  a distance  of  one  hundred  sixty-nine  and  fifty-nine  one 
hundredths  (169.59')  feet  to  a point  in  the  westerly  boundary  line  of 
a thirty  foot  wide  private  road  belonging  to  said  Ferry  Company ; thence 
turning  to  the  left  with  an  angle  of  ninety  (90°)  degrees  and  running 
in  a northerly  direction  a distance  of  one  hundred  ninety  and  thirteen 
one  hundredths  (190.13')  feet  to  a point;  thence  turning  to  the  left  with 
an  interior  angle  of  one  hundred  and  thirty -five  (135°)  degrees  and 
running  in  a northwesterly  direction  a distance  of  fifty-five  and  fifty-five 
one  hundredths  (55.55')  feet  to  a point,  thence  turning  to  the  left  with 
an  interior  angle  of  ninety  (90°)  degrees  and  running  in  a southwesterly 
direction  a distance  of  one  hundred  eighty-four  and  forty-three  one 
hundredths  (184.43')  feet  to  a point;  thence  turning  to  the  left  with 
an  interior  angle  of  one  hundred  forty-nine  (149°)  degrees  and  twenty- 
one  (21)  minutes  and  running  in  a southwesterly  direction  a distance 
of  one  hundred  and  two  and  twelve  one  hundredths  (102.12')  feet,  more 
or  less,  to  the  point  of  intersection  of  the  northerly  extension  of  the 
east  line  of  Front  Street  with  the  westerly  straight  production  of  the 
north  line  of  the  Chas.  E.  Kimball  parcel ; thence  in  an  easterly  direction 
along  said  westerly  production  of  Chas.  E.  Kimball’s  north  line  a 


1C 


distance  of  twenty-five  and  forty-one  one  hundredths  (25.41')  feet  to 
the  beginning  point  and  containing  thirty  thousand  nine  hundred  three 
and  thirty-five  one  hundredths  (30,903.35)  square  feet,  more  or  less. 

The  above  tracts,  designated  as  Parcels  Six  and  Seven  are  the  same 
as  were  conveyed  by  The  Wiggins  Ferry  Company  to  City  Water  Com- 
pany of  East  St.  Louis  and  Granite  City  by  its  deed  dated  April  17, 
1916,  which  deed  was  duly  recorded  in  the  Recorder’s  office  of  St.  Clair 
County,  State  of  Illinois. 

Parcel  8 : — A tract  of  land  being  the  Northern  part  of  Gabbaret 
Island,  situated  in  Section  two  (2),  Township  three  (3)  North,  Range 
ten  (10),  West  of  the  Third  Principal  Meridian,  in  the  County  of  Madi- 
son and  State  of  Illinois,  more  particularly  described  as  follows,  to  wit : 

Commencing  with  a stone  from  which  a stake  set  in  the  Eastern  line 
of  Survey  five  hundred  ninety  four  (594),  Claim  eighteen  hundred  sixty 
five  (1865),  one  thousand  one  hundred  and  sixty  one  (1161)  feet,  eight 
(8)  inches  from  the  Southeast  corner  of  said  Survey  and  Claim,  bears 
South  twenty  six  (26)  degrees  fifty  eight  (58)  minutes  East,  ten  thousand 
one  hundred  and  fifty  three  (10153)  feet,  and  running  thence  along  a 
blazed  line  North,  eighty-nine  (89)  degrees  and  thirty-six  (36)  minutes, 
West,  fifteen  hundred  thirty  eight  (1538)  feet  to  a stone  on  the  West 
bank  of  Gabbaret  Island;  thence  West  to  the  middle  of  the  main  channel 
of  the  Mississippi  River ; thence  Northeastwardly  along  the  middle  of  the 
Mississippi  River  to  the  Center  of  Gabbaret  Slough;  thence  running 
Southeastwardly  along  the  center  of  Gabbaret  Slough  to  a point  from 
which  the  stone  first  hereinbefore  mentioned  bears  North,  eighty  nine 
(89)  degrees  and  thirty  six  (36)  minutes  West;  thence  North  eighty 
nine  degrees  thirty  six  (36)  minutes,  West,  seven  hundred  thirty  seven 
(737)  feet,  more  or  less,  to  said  beginning  stone;  containing  fifty  (50) 
acres,  more  or  less,  and  being  the  same  land  described  in  a warranty  deed 
dated  January  20th  1893  to  the  Granite  City  and  Madison  Water 
Company  from  the  St.  Louis'  Stamping  Company,  recorded  in  the  office 
of  the  Recorder  of  Madison  County,  State  of  Illinois,  on  the  3rd  day  of 
March  1893  in  book  220,  page  252. 


17 


Parcel  Nine  : — The  following  described  lots,  situated  in  the  County 
of  Madison  and  State  of  Illinois,  to-wit:  Lots  Number  19  and  20  having 
a frontage  of  ninety-five  feet,  on  “C”  Street  between  17th  and  18th  Street 
and  having  a depth  of  one  hundred  and  twenty-five  feet  in  Block  #75  in 
Granite  City,  according  to  the  plat  thereof,  duly  recorded  in  the  office  of 
the  Recorder  of  said  Madison  County,  in  Plat  Book  Five,  pages  55  and  56, 
being  the  property  sold  and  conveyed  to  Granite  City,  Madison  and 
Venice  Water  Company,  by  F.  G.  Niedringhaus  et  al,  Trustees,  in  and  by 
their  certain  warranty  deed  dated  August  6th,  1901,  and  duly  recorded 
in  the  office  of  the  Recorder  of  Deeds  of  Madison  County,  Illinois,  in 
Book  242  Page  114  subject,  nevertheless,  to  all  of  the  conditions  therein 
expressed. 

Parcel  Ten  : — Also  all  licenses,  permits,  rights  of  way  and  easements 
granted,  leased  and  conveyed  to  City  Water  Company  of  East  St.  Louis 
and  Granite  City  («)  by  The  Wiggins  Ferry  Company  by  its  deed  dated 
July  29,  1905,  (5)  by  The  Wiggins  Ferry  Company  by  instrument  desig- 
nated as  lease,  license  and  agreement  dated  the  Seventeenth  day  of  April, 
1916,  which  instruments  were  duly  recorded  in  the  Recorder’s  office 
of  St.  Clair  County,  Illinois,  and  (<?)  by  East  St.  Louis  Belt  Railroad 
Company,  et  al.,  by  instrument  designated  Article  of  Agreement,  dated 
the  First  day  of  May,  1916,  which  instrument  was  duly  recorded  in 
the  Recorders’  offices  of  Madison  County  and  St.  Clair  County,  State 
of  Illinois. 

Parcel  Eleven: — Part  of  the  south  half  of  Section  Fifteen  (15)  in 
Township  One  (1)  North,  Range  Eight  (8)  West,  beginning  at  a point 
where  the  north  line  of  said  south  half  intersects  the  northwesterly  line 
of  survey  number  three  seventy-four  (374)  and  running  south  48  degrees 
30  minutes  west  17.10  chains,  thence  south  18  degrees,  30  minutes  west 
7.90  chains,  thence  north  80 y2  degrees  west  7.21  chains,  thence  north 
21  25/100  degrees  east  16.52  chains,  thence  north  55  degrees  east  3.79 
chains  to  a point  in  said  north  line  of  south  half  of  section  fifteen  (15), 
thence  along  said  north  line  to  the  place  of  beginning,  containing 


18 


17  611/1000  acres,  and  described  on  a plat  of  said  land  duly  recorded  in 
the  Recorder’s  office  of  said  County  of  St.  Clair  in  Book  D of  plats  at  page 
159,  and  being  designated  on  said  plat,  to  which  reference  is  made,  as 
lot  7 ft. 

Parcel  Twelve  : — A tract  of  land  beginning  the  survey  thereof  in  the 
northwesterly  line  of  Adams  Street  in  Braun’s  Subdivision  as  platted  and 
recorded  in  the  Recorder’s  Office  of  the  said  County  of  St.  Clair  at  page 
78  of  Book  B of  plats  2.18%  chains  south  40  degrees  west  from  a point 
where  the  southerly  line  of  Lincoln  Street  in  said  Subdivision,  would,  if 
extended,  intersect  said  northwesterly  line  of  Adams  Street,  running 
thence  south  40  degrees  west  6.69  chains,  thence  north  34  degrees  west 
1.02  chains,  thence  north  31  degrees  and  30  minutes  west  5.38  chains, 
thence  north  49  degrees  and  15  minutes  east  1.78%  chains,  thence  north 
65  degrees  east  1.88  chains;  thence  north  83  degrees  east  1.72%  chains, 
thence  south  50  degrees  east  3.89  chains  to  the  place  of  beginning  con- 
taining 3 148/1000  acres  and  being  lot  75  of  Section  Fifteen  (15)  and 
Lot  5a  of  Section  22,  all  in  Township  One  (1)  North,  Range  Eight  (8) 
West,  as  the  same  appear  upon  a plat  recorded  in  the  said  Recorder’s 
Office  in  Book  D of  plats  at  page  159,  together  with  the  right,  license 
and  privilege  to  lay  conduit  pipes  as  now  located  from  one  of  the  said 
tracts  to  the  other,  and  to  maintain  the  same  and  to  travel  along  the  same 
with  teams  for  the  purpose  of  construction  or  repairs. 

Excepting  from  and  out  of  the  two  foregoing  parcels  of  land 
all  the  coal  in  and  underlying  the  same,  as  heretofore  sold  and  con- 
veyed by  deed  of  The  Belleville  Deep  Well  Water  Company  dated  Decem- 
ber 29th,  1908  and  recorded  in  the  Recorder’s  Office  of  the  County  of  St. 
Clair,  State  of  Illinois,  in  Book  324,  page  367,  together  with  the  rights  and 
privileges  thereby  granted. 

Parcel  Thirteen  : — A tract  of  land  commencing  at  the  most 
southerly  corner  of  Block  4 k of  Braun’s  Subdivision  aforesaid  (since 
vacated),  thence  running  north  50  degrees  west,  50  feet,  thence  south  40 
degrees  west,  50  feet,  thence  south  50  degrees  east  50  feet,  thence  north 


19 


40  degrees  east  50  feet  to  the  place  of  beginning,  described  as  lot  4 n on  a 
plat  of  said  land  recorded  in  said  Book  D of  plats  at  page  159,  with  the 
right  to  lay  and  maintain  pipes,  and  travel  from  said  3 148/1000  acres 
across  Adams  and  along  Bristow  streets  to  the  Lebanon  Road  for  the  pur- 
pose of  constructing  works  and  reservoirs,  and  being  the  same  land  con- 
veyed by  Ferdinand  Braun  and  wife  to  the  City  Water  Company  of  Belle- 
ville, Illinois,  by  deed  dated  March  25th,  1885,  and  recorded  in  said 
Recorder’s  office  in  Book  180  at  page  83. 

Parcel  Fourteen: — Part  of  the  north  half  of  Section  Fifteen  (15) 
in  Township  One,  North  Range  Eight  (8)  West  of  3rd  Principal 
Meridian  beginning  at  a point  in  the  south  line  of  said  north  half  of  Sec- 
tion 15,  distant  6.33  chains  west  of  the  northwest  line  of  survey  374  run- 
ning thence  west  along  said  center  section  line  7.58%  chains,  thence  north 
55  degrees  30  minutes  east  5.31  chains,  thence  south  67%  degrees  east 
4.97  chains  to  the  northwest  line  of  Hartman’s  land,  thence  along  the  same 
southwestwardly  1.75  chains  to  the  place  of  beginning,  containing 
1 527/1000  acres  and  being  lot  6c  of  Section  Fifteen  (15),  Township  One 
North,  Range  Eight  West,  as  the  same  appears  of  record  in  the  said 
Recorder’s  office  in  Book  D of  Plats  at  page  159,  and  being  the  same  land 
conveyed  by  Joseph  Fournie  and  wife  to  the  City  Water  Company  of 
Belleville,  Illinois,  by  deed  dated  March  21st,  1885  and  recorded  in  said 
Recorder’s  office  of  St.  Clair  County  Illinois  in  Book  181  at  page  17. 

Excepting  therefrom  all  the  coal  in  and  underlying  all  of  the  last 
foregoing  property  hereby  conveyed  as  heretofore  sold  and  conveyed  by 
deed  of  The  Belleville  Deep  Well  Water  Company,  dated  December  29th, 
1908,  and  hereinbefore  mentioned,  to  Earnest  H.  Abend,  Trustee. 

Parcel  Fifteen: — A lot  numbered  five  (5)  in  Survey  372  as  platted 
and  recorded  in  said  Recorder’s  Office  in  St.  Clair  County  Illinois  in 
Book  C of  plats  at  page  335,  containing  87  70/100  acres  and  being  the 
land  of  which  Charles  Owen  died  seized,  excepting  therefrom  twenty -five 
acres  conveyed  by  Charles  H.  Owen  to  David  W.  Owen  off  the  north- 
easterly end  of  said  lot  five  (5)  by  deed  recorded  in  said  Recorder’s  office 


20 


in  book  156,  at  page  321,  and  a strip  11  3/10  links  wide,  33.77  chains  along 
the  southwesterly  part  of  said  lot  five  (5),  conveyed  by  Elizabeth 
Albrecht  (formerly  Fuchs)  to  John  Feeder,  Junior,  by  deed  recorded  in 
said  Recorder’s  office  in  Book  168,  at  page  247,  leaving  about  62  30/100 
acres. 

Parcel  Sixteen  : — All  right,  title  and  interest  of  the  party  of  the 
first  part  in  and  to  a strip  of  land  fifteen  (15)  feet  wide,  being  the  north- 
east part  of  lot  number  six  (6)  particularly  described  in  a deed  from  John 
Feeder,  Jr.  and  wife  to  Elizabeth  Albrecht,  (formerly  Fuchs)  recorded 
in  the  Kecorder’s  office  of  St.  Clair  County  Illinois  in  Book  168,  at  page 
248. 


Parcel  Seventeen  : — All  of  lots  numbered  one  hundred  and  sixty- 
two  (162),  one  hundred  and  sixty-three  (163),  one  hundred  and  sixty- 
four  (164),  one  hundred  and  sixty-five  (165),  one  hundred  and  sixty-six 
(166)  and  one  hundred  and  sixty-seven  (167),  and  all  that  part  of  lots 
numbered  one  hundred  and  sixty  (160),  one  hundred  and  sixty-one  (161), 
one  hundred  and  sixty-eight  (168)  and  one  hundred  and  sixty -nine  (169), 
which  lie  south  and  west  of  a line  drawn  from  the  northwest  corner  of 
said  lot  numbered  one  hundred  and  sixty-nine  (169)  to  the  southeast 
corner  of  said  lot  one  hundred  and  sixty-one  (161),  all  of  said  lots  being 
in  Block  sixteen  (16)  in  Chandler  and  Abend's  Addition  to  the  City  of 
Belleville  St.  Clair  County  Illinois,  and  embracing  all  that  part  of  said 
Block  Sixteen  (16)  which  lies  south  and  west  of  the  line  above  men- 
tioned, as  shown  by  a plat  thereof  in  a deed  from  the  Valley  Steel  Com- 
pany, recorded  in  the  Recorder’s  office  of  said  County  in  Book  244,  at 
page  567,  to  which  reference  is  made. 

Excepting  therefrom  forty  feet  off  the  south  side  of  said  lots  one 
hundred  sixty-two  and  one  hundred  sixty-three  (162  and  163)  being  forty 
feet  front  on  Race  Street  and  running  west  to  the  alley  in  said  Addition 
one  hundred  and  fifty  feet,  as  heretofore  sold  and  conveyed  by  The  Belle- 
ville Deep  Well  Water  Company  unto  the  Belleville  Pump  and  Skein 


21 


Works,  by  deed  dated  April  23rd,  1900,  and  recorded  in  said  Recorder’s 
office  in  Book  274,  page  547. 

The  foregoing  properties  and  estates  hereinbefore  described  are  a part 
of  those  sold  and  conveyed  unto  The  Belleville  Deep  Well  Water  Company 
by  Samuel  C.  Eastman  et  al,  in  and  by  their  certain  deed  dated  July  1st, 
1897,  and  recorded  in  said  Recorder’s  Office  in  Book  252,  page  296. 

Parcel  Eighteen  : — Fifty-three  and  20/100  acres  of  land  beginning  at 
a point  fifty  feet  east  of  the  West  line  of  the  East  half  of  South  East  quar- 
ter of  Section  Twenty-eight  (28)  in  Township  One  (1)  North  Range  eight 
(8)  West,  and  six  chains  and  sixty-three  links  north  of  the  south  line  of 
said  Section  and  running  thence  North  1661%  feet,  thence  N.  4%  deg. 
E.  157  feet,  thence  N.  27  deg.  E.,  77  feet,  thence  N.  40  deg.  E.  100  feet, 
thence  N.  27%  ’deg.  E.  91  feet,  thence  N.  10  deg.  E.  120  feet,  thence  East 
880.2  feet  to  the  West  line  of  Illinois  Street  extended,  thence  South  along 
the  West  line  of  Illinois  Street  extended  901  feet,  thence  S.  6 deg.  E.  along 
said  street  or  Belleville  and  Georgetown  Plankroad  1256  feet,  thence 
West  1185%  feet  to  the  point  of  beginning,  Being  part  of  Lot  6 in  said 
Section,  as  platted  in  the  Surveyors  Record  H.,  page  301,  and  situated 
in  the  County  of  St.  Clair,  in  the  State  of  Illinois,  Being  the  property 
sold  and  conveyed  unto  said  The  Belleville  Deep  Well  Water  Company 
by  Henry  Lesclien,  Trustee  and  wife,  in  and  by  their  certain  deed,  dated 
September  4th,  1897,  and  recorded  in  the  Recorder’s  office  of  said  County 
in  book  258,  page  406. 

The  last  foregoing  property  is  conveyed  subject  to  such  easements 
or  rights  of  way  in  the  public  in  and  over  any  part  of  the  same  as  have 
been  heretofore  granted  and  as  are  shown  by  a certain  plat  recorded  in 
Book  N,  page  5,  in  said  Recorder’s  office,  and  subject  to  the  rights  granted 
to  the  Belleville  Base  Ball  Park  Association  in  and  by  a certain  lease  now 
outstanding  which  expires  February  1 1917. 

Parcel  Nineteen: — Part  of  Lot  Number  Twenty-six  (26)  in  the 
North  West  quarter  of  Section  number  twenty-eight  (28)  in  Township 
One  (1)  North,  Range  Eight  (8)  West,  as  platted  and  recorded  in  the 


22 


Recorder’s  Office  of  said  County  in  Book  “A”  of  plats,  page  195,  beginning 
the  survey  thereof  at  a point  on  the  southerly  line  of  Fourth  South  Street, 
one  hundred  (100)  feet  soutkeastwardly  from  the  most  Northerly  corner 
of  said  Lot  26;  thence  running  S.  59°  25'  E.  Fifty  feet;  thence  running 
South  31°  W.  one  hundred  and  thirty  (130)  feet;  thence  North  59°  25' 
West  Fifty  (50)  feet;  thence  N.  31°  E.  One  hundred  and  thirty  (130) 
feet  to  the  place  of  beginning,  situate  in  the  City  of  Belleville,  County  of 
St.  Clair,  in  the  State  of  Illinois,  being  the  property  sold  and  conveyed 
unto  The  Belleville  Deep  Well  Water  Company  by  Henry  Needles,  et  ux, 
in  and  by  their  certain  deed  dated  January  24th,  1900,  recorded  in  the 
Recorder’s  office  of  said  County  in  book  274,  page  90. 

Parcel  Twenty: — A parcel  of  land  situate  in  the  County  of  St. 
Clair  Illinois  described  as  follows: — Beginning  the  survey  thereof  at 
the  Southeast  corner  of  the  East  half  of  Southeast  quarter  of  Section 
Twenty-eight  (28)  Township  One  (1)  North,  Range  Eight  West,  of  the 
third  principal  meridian;  thence  running  N.  9°  W.  4.50  chains,  along 
the  middle  of  Plankroad,  thence  N.  4°  W.  2.20  chains,  thence  West  19.20 
chains  to  West  line  of  said  East  half  of  Southeast  quarter,  thence  South 
6.63  chains  to  the  Southwest  corner  of  said  East  half  of  Southeast 
quarter  of  Section  28  T.  1 N.  R.  8 W.,  thence  East  20.00  chains  to  the 
point  of  beginning.  Reserving  a cart  road  25  feet  wide,  and  being 
the  same  premises  acquired  by  George  Dewein  Sr.,  of  Alexander  Linder 
and  wife  by  deed  recorded  in  Recorder’s  office  of  said  County,  in  book 
149,  page  172.  Excepting  from  the  last  foregoing  parcel  a strip  one 
hundred  feet  wide  conveyed  to  the  Belleville  and  Carondelet  Railroad 
by  deed  recorded  in  book  159,  page  625,  in  said  Recorder’s  office.  Also 
excepting  the  two  tracts  of  land  conveyed  to  John  Maule  by  deed 
recorded  in  book  246,  page  491,  leaving  the  quantity  of  land  hereby  last 
conveyed  about  9 acres,  more  or  less.  Being  the  property  sold  and 
conveyed  unto  The  Belleville  Deep  Well  Water  Company  by  George 
Dewein  Sr.  and  wife  and  others,  in  and  by  their  certain  deed  dated  Janu- 
ary 28th,  1902,  and  recorded  in  said  Recorder’s  office,  in  book  298,  page  70. 


23 


Parcel  Twenty  one: — All  the  right,  title  and  interest  of  the  party 
of  the  first  part  in  and  to  lot  Fifty-nine  “E ’’  (59e)  being  part  of  the 
Northeast  fractional  quarter  of  Section  twenty-eight  (28)  in  Township 
One  (1)  North,  Range  Eight  (8)  West,  as  per  plat  in  Book  “A”  of  plats 
on  page  one  hundred  and  ninety-nine  (199)  in  the  Recorder’s  office  of 
St.  Clair  County,  Illinois,  being  situated  at  the  Northwest  corner  of  St. 
Louis  and  7th  South  Streets,  containing  one-fourth  (*4)  of  an  acre, 
situated  in  the  City  of  Belleville,  County  of  St.  Clair,  in  the  State  of 
Illinois.  Being  the  property  sold  and  conveyed  to  The  Belleville  Deep 
Well  Water  Company  by  the  National  Bank  of  Commerce  in  St.  Louis, 
et  al,  in  and  by  a certain  deed  dated  July  22nd,  1902,  and  recorded  in 
said  Recorder’s  office  in  Book  292,  page  295. 

Parcel  Twenty  two: — All  of  Block  numbered  one  (1),  containing 
four  and  ninety-six  hundredths  (4  96/100)  acres,  of  the  Subdivision  of 
that  part  of  Lot  Number  Twenty-two  (22)  in  Section  number  twenty- 
six  (26)  in  Township  Number  Two  (2)  North,  of  Range  Number  Nine 
(9)  West,  lying  between  the  St.  Clair  County  Turnpike  and  the  right 
of  way  of  the  St.  Louis  and  Belleville  Electric  Railway,  as  per  plat 
thereof  of  record  in  the  Recorder’s  office  of  St.  Clair  County,  Illinois. 
Being  the  property  sold  and  conveyed  to  The  Belleville  Deep  Well 
Water  Company  by  Owen  Ford  and  wife,  in  and  by  their  certain  deed 
dated  April  29th,  1907  and  recorded  in  said  Recorder’s  office  June  4, 
1907,  in  Book  370,  page  39. 

Parcel  Twenty-three: — The  privilege  to  take  water  from  Lake 
Christine  for  the  purpose  of  supplying,  for  railroad  purposes,  the 
Southern  Railway  Company  in  the  City  of  Belleville,  and  for  use  in  case 
of  emergency  to  supply  water  to  the  City  of  Belleville,  “provided  that  if 
the  water  in  the  Lake  is  drawn  to  a depth  less  than  two  feet  from  the 
top  of  the  upright  pipe  now  connected  to  the  outlet  pipe  (the  said  top 
of  the  upright  pipe  being  515.87  feet  above  sea  level  U.  S.  Datum),  the 
said  service  above  mentioned  shall  discontinue  until  such  time  as  the 


24 


water  shall  reach  a sufficient  stage  above  that  marking  to  permit  further 
use.” 

The  foregoing  rights  were  acquired  by  deed  dated  July  1,  1897,  given 
by  Samuel  C.  Eastman,  et  al v to  The  Belleville  Deep-Well  Water  Com- 
pany, which  deed  was  recorded  in  the  Recorder’s  office  of  St.  Clair  County, 
Illinois,  in  Book  252  at  page  296,  and  by  four  leases  recorded  respectively 
in  the  said  Recorder's  office  in  Book  of  Deeds  304  at  page  587,  in  Book 
304  at  page  584,  in  Book  304  at  page  585  and  in  Book  304  at  page  583, 
excepting  and  reserving  therefrom  23.80  acres  conveyed  by  Belleville 
Water  Supply  Company  to  R.  E.  McCullough  by  deed  dated  January  22, 
1916,  which  deed  was  duly  recorded  in  said  Recorder’s  office,  to  all  of 
which  instruments  reference  is  made  for  a more  particular  description. 

The  foregoing  tracts,  designated  as  Parcels  Eleven  to  Twenty-three, 
inclusive,  are  the  same  as  were  conveyed  by  The  Belleville  Deep-Well 
Water  Company  to  Belleville  Water  Supply  Company  by  deed  dated 
June  1,  1910,  and  recorded  June  16,  1910,  in  the  Recorder’s  office  of  St. 
Clair  County  in  the  State  of  Illinois,  in  Book  of  Deeds  392,  page  270. 


II. 

Also  all  buildings,  stand  pipes,  reservoirs,  wells,  machinery,  mains, 
pipes,  pipe  lines,  water  works  plants,  tanks,  shops,  structures,  equipment, 
fixtures,  engines,  boilers,  pumps,  tools,  meters,  appliances  and  all  other 
apparatus  which  are  now  owned  or  may  hereafter  be  acquired  by  the 
Company. 


III. 

All  corporate  and  other  franchises,  ordinances,  permits,  licenses, 
rights,  easements,  rights  of  way,  leases  and  leasehold  interests,  grants, 
privileges  and  immunities  belonging  to  or  which  may  be  hereafter  owned, 
held  or  enjoyed  by  the  Company. 


25 


IV. 

Also  the  following  mortgage  bonds,  viz. : 

$7,000  in  principal  amount  of  the  Consolidated  Sinking  Fund  Mort- 
gage Gold  Bonds  of  City  Water  Company  of  East  St.  Louis,  Illinois, 
secured  by  mortgage  dated  January  1,  1894,  executed  by  said  company 
to  The  Farmers’  Loan  and  Trust  Company,  as  Trustee; 

$7,000  in  principal  amount  of  the  Thirty-Year  Gold  Bonds  of  Granite 
City,  Madison  and  Venice  Water  Company,  secured  by  mortgage  dated 
March  1,  1901,  executed  by  said  Company  to  The  Farmers’  Loan  and 
Trust  Company,  as  Trustee; 

$173,000  in  principal  amount  of  the  First  Mortgage  Gold  Bonds 
of  Belleville  Water  Supply  Company,  secured  by  mortgage  dated  June 
1,  1910,  executed  by  said  company  to  The  Trust  Company  of  America, 
as  Trustee; 

$691,500  in  principal  amount  of  the  Forty  Year  Gold  Mortgage 
Bonds  of  City  Water  Company  of  East  St.  Louis  and  Granite  City, 
secured  by  mortgage  dated  January  2,  1905,  executed  by  said  company 
to  The  Farmers’  Loan  and  Trust  Company,  as  Trustee; 

Also  each  and  all  of  the  bonds  of  each  of  the  issues  above  mentioned 
which  the  Company  may  hereafter  acquire  and  pledge  hereunder  in 
accordance  with  the  provisions  of  this  Indenture. 

V. 

All  other  property  of  the  Company,  real  and  personal,  which  it  now 
owns  or  may  hereafter  acquire  or  in  which  it  may  have  or  acquire  any 
interest. 

Together  with  all  and  singular  the  tenements,  hereditaments  and 
appurtenances  belonging  or  in  any  wise  appertaining  to  the  aforesaid 
property  or  any  part  thereof ; with  the  reversion  and  reversions,  remain- 
der and  remainders,  tolls,  rents,  revenues,  issues,  income,  product  and 
profits  thereof,  and  all  the  estate,  right,  title,  interest  and  claim  what- 


26 


soever,  at  law  as  well  as  in  equity,  which  the  Company  now  has  or  may 
hereafter  acquire  in  and  to  the  aforesaid  property  and  franchises  and 
every  part  and  parcel  thereof. 

Specifically  reserving  and  excepting,  however,  from  the  lien  of  this 
Indenture,  all  accounts  receivable,  bills  receivable,  cash  on  hand  or  in 
bank,  investments  of  reserve  funds,  and  such  funds  themselves  in  what- 
soever form  they  may  assume,  choses  in  action,  contracts,  shares  of  stock 
and  bonds  not  hereinbefore  specifically  mortgaged  and  pledged,  pro- 
vided, however,  and  it  is  hereby  expressly  agreed,  that  if  (1)  default 
shall  be  made  in  the  payment  of  any  interest  on  any  bond  hereby 
secured,  and  such  default  shall  continue  for  ninety  days,  or  (2) 
default  shall  be  made  in  the  payment  of  any  principal  hereby  secured, 
or  (3)  default  shall  be  made  hereunder  by  the  Company  in  the  observ- 
ance or  performance  of  any  other  of  the  covenants,  agreements  or  con- 
ditions on  its  part  in  this  Indenture  contained,  and  such  default  shall 
continue  for  ninety  days  after  written  notice  to  the  Company  by  the 
Trustee  or  by  any  holder  of  the  bonds  hereby  secured  and  then  outstand- 
ing, then  and  in  every  such  event,  all  the  following  property  then  held, 
owned  and  possessed  by  the  Company,  viz. : all  accounts  receivable,  bills 
receivable,  cash  on  hand  and  in  bank,  investments  of  reserve  funds  and 
such  funds  themselves,  in  whatsoever  form  they  shall  then  be,  choses  in 
action,  contracts,  and  all  shares  of  stock  and  bonds,  shall  forthwith 
become  and  be  subject  to  the  lien  of  this  Indenture,  and  each  of  them  or 
the  evidences  thereof,  shall  on  demand  be  delivered  to  the  Trustee. 

To  have  and  to  hold  all  said  properties,  real  and  personal,  mort- 
gaged and  conveyed  by  the  Company  as  aforesaid  or  intended  so  to  be, 
unto  the  Trustee  and  its  successors  and  assigns  forever; 

Subject,  nevertheless,  as  to  the  properties  respectively  embraced 
therein  or  subject  thereto,  to  the  lien  of : 

(1)  The  Mortgage  or  Deed  of  Trust,  dated  January  1,  1894,  made 
by  City  Water  Company,  of  East  St.  Louis,  to  The  Farmers’  Loan  and 


27 


Trust  Company,  as  trustee,  to  secure  an  issue  of  one  million  five  hundred 
thousand  dollars  of  Consolidated  Sinking  Fund  Mortgage  Gold  Bonds 
of  said  company,  whereof  bonds  to  the  aggregate  principal  amount  of 
$1,135,000  are  outstanding,  and  $335,000  additional  in  principal  amount 
are  owned  by  the  Company  and  are  deposited  and  pledged  under  the 
Mortgage  or  Deed  of  Trust  of  City  Water  Company  of  East  St.  Louis 
and  Granite  City,  dated  January  2,  1905,  hereinafter  mentioned. 

(2)  The  Mortgage  or  Deed  of  Trust,  dated  March  1,  1901,  made  by 
Granite  City,  Madison  and  Venice  Water  Company  to  The  Farmers’ 
Loan  and  Trust  Company,  as  trustee,  to  secure  an  issue  of  seven  hundred 
fifty  thousand  dollars  of  Thirty  Year  Gold  Bonds  of  said  company, 
whereof  bonds  to  the  aggregate  principal  amount  of  $415,000  have  been 
issued  and  are  outstanding,  and  one  hundred  and  seventy-seven  thou- 
sand dollars  additional  in  principal  amount  are  owned  by  the  Company 
and  are  deposited  and  pledged  under  the  mortgage  or  deed  of  trust  of 
City  Water  Company  of  East  St.  Louis  and  Granite  City,  dated  January 
2,  1905,  hereinafter  mentioned. 

(3)  The  Mortgage  or  Deed  of  Trust,  dated  June  1,  1910,  made  by 
Belleville  Water  Supply  Company  to  The  Trust  Company  of  America, 
as  trustee,  to  secure  an  issue  of  seven  hundred  fifty  thousand  dollars  of 
First  Mortgage  Gold  Bonds  of  said  company,  whereof  bonds  to  the 
aggregate  principal  amount  of  $573,000  have  been  issued  and  are  out- 
standing. 

(4)  The  Mortgage  or  Deed  of  Trust,  dated  January  2,  1905,  made 
by  City  Water  Company  of  East  St.  Louis  and  Granite  City  to  The 
Farmers’  Loan  and  Trust  Company,  as  trustee,  to  secure  an  issue  of 
Forty  Year  Gold  Mortgage  Five  Per  Cent.  Bonds  of  said  company, 
whereof  bonds  to  the  aggregate  principal  amount  of  $2,032,000  have  been 
issued  and  are  outstanding. 

In  trust  nevertheless  for  the  equal  and  proportionate  benefit  and 
security  of  all  the  first  mortgage  and  refunding  gold  bonds  issued  and  to 


28 


be  issued  hereunder,  and  subject  thereto  for  the  equal  and  proportionate 
benefit  and  security  of  all  the  junior  lien  notes  issued  or  to  be  issued 
hereunder  so  that  said  first  mortgage  and  refunding  gold  bonds  shall  have 
priority  and  preference  as  to  both  principal  and  interest  over  said  junior 
lien  notes,  and  that  said  junior  lien  notes  shall  all  be  subject  to  the 
prior  and  superior  lien  of  said  first  mortgage  and  refunding  gold  bonds, 
but  without  preference  of  any  of  said  first  mortgage  and  refunding  gold 
bonds  over  any  others  of  said  first  mortgage  and  refunding  gold  bonds  or 
of  any  of  said  junior  lien  notes  over  any  others  of  said  junior  lien  notes 
by  reason  of  priority  in  the  time  of  the  issue  or  negotiation  thereof,  or 
otherwise  howsoever. 

It  is  hereby  covenanted,  declared  and  agreed,  by  and  between  the 
parties  hereto,  that  all  such  bonds  and  coupons  and  notes  are  to  be 
issued,  certified  and  delivered,  and  that  all  property  subject  or  to  become 
subject  hereto  is  to  be  held,  subject  to  the  further  covenants,  conditions, 
uses  and  trusts  hereinafter  set  forth,  and  the  Company,  for  itself  and  its 
successors,  doth  hereby  covenant  and  agree  to  and  with  the  Trustee,  for 
the  benefit  of  those  who  shall  hold  said  bonds  and  interest  coupons  and 
notes,  or  any  of  them,  as  follows : 

ARTICLE  I. 

Execution  and  Issue  of  Bonds. 

Section  1.  This  Indenture  creates  a continuing  lien  to  secure  the 
full  and  final  payment  of  the  principal  and  interest,  first,  of  all  the  first 
mortgage  and  refunding  gold  bonds  which  may  from  time  to  time  be  made, 
authenticated  and  delivered  hereunder,  and  secondly,  and  subject  and 
subordinate  to  the  prior  right  and  superior  lien  of  the  first  mortgage  and 
refunding  gold  bonds,  of  all  the  junior  lien  notes  which  may  from  time 
to  time  be  made,  authenticated  and  delivered  hereunder.  The  principal 
amount  of  junior  lien  notes  which  may  be  so  made,  authenticated  and 
delivered  hereunder  shall  not  exceed  the  aggregate  principal  amount  of 
f 456, 500.  The  amount  of  first  mortgage  and  refunding  gold  bonds  which 


29 


may  be  so  made,  authenticated  and  delivered  hereunder  is  not  limited 
except  as  hereinafter  specifically  set  forth.  All  the  bonds  issued  under 
and  in  pursuance  of  this  Indenture,  and  at  any  time  outstanding,  shall  in 
all  respects  be  equally  and  ratably  secured  hereby  without  preference, 
priority  or  distinction  on  account  of  the  actual  time  or  times 
of  the  issue  of  the  said  bonds  or  any  of  them,  so  that  all  first 
mortgage  and  refunding  gold  bonds  at  any  time  issued  and  outstanding 
hereunder  shall  have  the  same  right,  lien  and  preference  under  and 
by  virtue  of  this  Indenture,  and  shall  all  be  equally  secured  hereby  with, 
like  effect  as  if  they  had  all  been  made,  issued  and  authenticated  simul- 
taneously on  the  date  hereof,  whether  the  same  or  any  of  them  shall 
actually  be  sold  or  disposed  of  at  such  date,  or  whether  they  or  any  of 
them  shall  be  sold  or  disposed  of  at  some  future  date,  or  whether  they 
or  any  of  them  shall  have  been  authorized  to  be  issued  under  the  pro- 
visions of  Section  2 of  this  Article  I,  or  may  be  authorized  to  be  issued 
hereafter  pursuant  to  the  provisions  of  Section  3,  Section  4,  Section  5 or 
Section  6 of  this  Article  I. 

Section  2.  Bonds  for  the  aggregate  principal  amount  of  four 
hundred  and  twenty-two  thousand  dollars  ($422,000),  being  bonds  of 
Series  A,  bearing  interest  at  the  rate  of  5%  per  annum  and  maturing 
July  1,  1942,  in  such  denominations  as  the  Board  of  Directors  of 
the  Company  may  determine,  shall  forthwith  be  executed  by  the  Company 
and  delivered  to  the  Trustee  and  shall  be  authenticated  by  the  Trustee, 
and  delivered  (without  awaiting  the  filing  or  recording  hereof) , in  accord- 
ance with  the  order  or  orders  of  the  Company,  evidenced  by  a writing  or 
writings  signed  by  its  President  or  a Vice-President  and  Treasurer  or 
Assistant  Treasurer. 

Section  3.  Bonds  for  the  aggregate  principal  amount  of  Three 
Million,  Two  Hundred  and  Seventy-Six  Thousand,  Five  Hundred  Dollars 
($3,276,500)  shall  be  executed  by  the  Company  and  delivered  to  the 
Trustee,  and  shall  be  authenticated  by  the  Trustee  and  delivered  to  the 


30 


Company  from  time  to  time  against  and  upon  the  deposit  uncancelled 
with  the  Trustee  by  the  Company  as  security  for  the  bonds  issued  and 
to  be  issued  under  this  Indenture  of  an  equal  principal  amount  of  any 
of  the  following  described  bonds,  hereinafter  called  the  “underlying 
bonds’’,  viz. : 

$1,128,000  against  $1,128,000  of  Consolidated  Sinking  Fund  Mort- 
gage Gold  Bonds  of  City  Water  Company,  of  East  St.  Louis,  Illinois,  dated 
January  1,  1894. 

$400,000  against  $400,000  of  First  Mortgage  Gold  Bonds  of  Belleville 
Water  Supply  Company,  dated  June  1,  1910. 

$408,000  against  $408,000  of  Thirty  Year  Gold  Bonds  of  Granite 
City,  Madison  and  Venice  Water  Company  dated  March  1,  1901. 

$1,340,500  against  $1,340,500  Forty  Year  Gold  Mortgage  Five  Per 
Cent.  Bonds  of  City  Water  Company  of  East  St.  Louis  and  Granite 
City,  dated  January  2,  1905. 

All  underlying  bonds  received  by  the  Trustee  shall  be  held  by  the 
Trustee  for  the  protection  and  further  security  of  the  bonds  issued 
hereunder  and  shall  be  stamped  with  an  appropriate  legend  to  evidence 
that  fact.  Until  default  of  the  character  specified  in  Section  2 of  Article 
VII  of  this  Indenture,  and  its  continuance  for  the  period,  if  any,  therein 
specified,  no  payment  by  way  of  interest  or  otherwise,  on  any  of  the 
underlying  bonds  held  subject  to  the  lien  of  this  Indenture  shall  be 
made  or  demanded,  and  the  coupons  thereto  appertaining  as  they  mature 
shall  be  cancelled  by  the  Trustee  and  delivered  so  cancelled  to  the  Com- 
pany, unless  default  be  made  in  the  payment  of  interest  or  principal  of 
any  of  the  underlying  bonds  unsurrendered  and  outstanding  in  the  hands 
of  third  parties,  in  which  event  the  Trustee  may  demand  and  enforce 
payment  of  all  sums  due,  whether  for  interest  or  as  principal,  on  any  of 
the  underlying  bonds  secured  by  the  same  mortgage  then  held  by  it,  or 
may  take  such  other  action  as  shall  in  its  judgment  be  desirable  or 
necessary  to  avail  of  the  security  created  for  such  bonds  by  the  mortgage 


31 


securing  the  same,  and  shall  be  reimbursed  from  the  trust  estate  for  all 
expenses  by  it  properly  incurred  by  reason  of  any  such  action  taken, 
with  interest  upon  all  such  expenditures  at  the  rate  of  six  per  cent,  per 
annum ; and  the  amount  of  such  expenses  and  interest  shall,  until  repaid, 
constitute  a lien  upon  the  mortgaged  premises  prior  to  the  lien  of  these 
presents;  and  in  all  respects  such  deposited  bonds  shall  stand  and  be 
enforceable  upon  perfect  pro  rata  equality  with  all  other  like  bonds  not 
so  exchanged. 

Whenever  all  of  said  underlying  bonds  of  any  of  said  issues 
(except  any  lost  or  destroyed  bonds  for  which  satisfactory  indemnity 
shall  have  been  given  and  as  to  which  the  Trustee  shall  have  received 
tbe  certificate  of  the  corporate  trustee  under  the  mortgage  securing  said 
underlying  bonds)  shall  have  been  deposited  as  aforesaid  in  exchange 
for  bonds  issued  hereunder,  or  otherwise  pledged  hereunder,  or  shall 
have  been  paid  in  full,  both  principal  and  interest,  and  delivered  by  or 
on  behalf  of  the  Company  to  the  Trustee,  the  Trustee  shall,  at  the  request 
of  the  Company  cancel  all  underlying  bonds  of  such  issue  so  deposited 
or  paid,  and  shall  cause  the  mortgage  or  trust  deed  securing  the  same 
to  be  discharged,  and  all  the  mortgaged  premises  and  property  embraced 
therein  to  be  released  from  such  mortgage  or  trust  deed;  provided,  how- 
ever, that  neither  the  Mortgage  or  Deed  of  Trust,  dated  January  1,  1894, 
made  by  City  Water  Company,  of  East  St.  Louis  to  The  Fanners’  Loan 
and  Trust  Company,  as  Trustee,  nor  the  Mortgage  or  Deed  of  Trust, 
dated  March  1,  1901,  made  by  Granite  City,  Madison  and  Venice  Water 
Company  to  The  Farmers’  Loan  and  Trust  Company  as  Trustee,  shall  be 
discharged  or  released,  nor  shall  any  of  the  bonds  secured  by  either  of 
said  mortgages  which  may  be  deposited  under  this  Indenture  be  cancelled 
if,  at  the  same  time  any  Forty  Year  Gold  Mortgage  Five  Per  Cent.  Bonds 
of  City  Water  Company  of  East  St.  Louis  and  Granite  City  are  outstand- 
ing and  in  the  hands  of  parties  other  than  the  Trustee  hereunder.  Upon 
the  satisfaction  and  discharge  of  record  of  the  mortgage  or  mortgages 
or  deed  or  deeds  of  trust  securing  any  issue  of  said  underlying  bonds, 
the  Trustee  shall,  when  and  as  called  for  by  the  Company,  certify  and 


32 


deliver  to  it  the  total  amount  of  bonds  secured  hereby  reserved  under  the 
provisions  of  this  Section  for  the  refunding  of  the  issue  of  underlying 
bonds  so  satisfied  and  discharged,  less  such  an  amount  of  bonds  as  shall 
have  theretofore  been  issued  hereunder  against  deposit  with  the  Trustee 
of  underlying  bonds  of  the  same  issue  as  hereinbefore  provided. 

The  Company  may,  however,  at  any  time,  should  it  deem  it  desirable, 
call  and  redeem  all  the  outstanding  underlying  bonds  of  any  of  said 
issues  and  thereupon,  upon  presentation  to  the  Trustee  of  evidence  satis- 
factory to  it  of  the  calling  of  all  of  the  underlying  bonds  of  said  issue 
for  redemption  in  accordance  with  the  provisions  of  the  mortgage  securing 
the  same,  and  of  the  deposit  with  the  Trustee  under  the  mortgage  securing 
such  underlying  issue  of  cash  to  an  amount  sufficient  to  redeem  all  the 
bonds  of  said  issue  which  shall  not  at  such  time  have  been  deposited 
hereunder,  the  Trustee  shall  forthwith,  on  request  of  the  Company,  deliver, 
or  cause  to  be  delivered,  to  the  Trustee  under  the  mortgage  securing  said 
issue,  all  of  the  bonds  and  coupons  of  said  issue  then  held  by  the  Trustee 
hereunder  for  cancellation  without  requiring  any  payment  to  be  made 
on  account  of  the  principal  or  interest  thereof,  and  shall  forthwith  authen- 
ticate and  deliver  to  the  Company  the  bonds  then  remaining  in  its  hands 
which  shall  have  been  reserved  under  the  terms  hereof  for  the  refunding 
of  said  issue  of  underlying  bonds. 

The  Company  covenants  and  agrees  that  no  underlying  bonds  of  any 
of  said  issues  shall  be  issued  after  the  execution  and  delivery  of  this 
Indenture  and  that  the  aggregate  principal  amount  of  bonds  now  out- 
standing thereunder  does  not  exceed  the  principal  amount  thereof  as 
heretofore  in  this  Indenture  set  forth. 

Section  4.  Junior  lien  notes  for  the  aggregate  principal  amount 
of  four  hundred  and  fifty-six  thousand  five  hundred  dollars  ($456,500), 
in  such  denominations  as  the  Board  of  Directors  of  the  Company  may 
determine,  shall  forthwith  be  executed  by  the  Company  and  delivered  to 
the  Trustee  and  shall  be  authenticated  by  the  Trustee,  and  delivered 
(without  awaiting  the  filing  or  recording  hereof),  in  accordance  with 


33 


the  order  or  orders  of  the  Company,  evidenced  by  a writing  or  writings 
signed  by  its  President  or  a Vice-President  and  Treasurer  or  Assistant 
Treasurer. 

Bonds  for  an  aggregate  principal  amount  equal  to  the  amount  of 
said  Junior  Lien  Notes,  viz. : bonds  for  the  aggregate  principal  amount 
of  four  hundred  and  fifty-six  thousand  five  hundred  dollars  ($456,500) 
shall  from  time  to  time  be  executed  by  the  Company  and  delivered  to 
the  Trustee  and  shall  be  from  time  to  time  (but  not  prior  to  July  1, 
1918)  authenticated  by  the  Trustee  and  delivered  to  the  Company, 
against  and  upon  the  surrender  to  the  Trustee  for  cancellation  of  an 
equal  principal  amount  of  Junior  Lien  Notes,  provided  the  net  earnings 
of  the  Company,  calculated  as  hereinafter  provided,  for  twelve  con- 
secutive calendar  months  within  the  fourteen  calendar  months  imme- 
diately preceding  any  application  for  authentication  and  delivery  of 
bonds  under  this  Section,  shall  be,  in  the  aggregate,  not  less  than  one 
and  six-tenths  times  the  interest  charge  for  a like  period  upon  all  bonds 
already  outstanding  under  this  Indenture  and  those  applied  for  and 
upon  any  underlying  bonds  then  outstanding  in  the  hands  of  outside 
parties.  Bonds  are  to  be  authenticated  and  delivered  under  this  Section 
upon  receipt  by  the  Trustee  of : 

(A)  A copy  of  a resolution  certified  to  have  been  adopted  by  the 
Board  of  Directors  of  the  Company  requesting  the  Trustee  to  authen- 
ticate and  deliver  such  bonds,  specifying  the  principal  amount  of  bonds 
called  for,  and  their  denominations,  series  letter,  form,  interest  rate, 
maturity  and  redemption  provisions,  and  naming  the  officer  or  officers 
of  the  Company  to  whom  such  bonds  shall  be  delivered; 

(B)  A certificate  signed  by  the  Treasurer  or  an  Assistant  Treasurer 
of  the  Company  which  shall  state  the  net  earnings  of  the  Company  for 
a period  of  twelve  consecutive  calendar  months  within  the  fourteen 
calendar  months  immediately  preceding  the  application  for  authentica- 
tion and  delivery  of  said  bonds,  showing  how  the  same  have  been  cal- 
culated and  to  that  end  specifying  the  gross  earnings  and  also  the 


34 


respective  amounts  charged  to  the  different  distributive  groups  of 
operating  expenses,  the  net  earnings  to  be  computed  by  deducting  from 
the  Company’s  gross  earnings  its  operating  expenses,  including  all 
expenditures  for  taxes,  rentals,  repairs,  current  maintenance,  and  insur- 
ance. 

Section  5.  From  time  to  time  hereafter  the  Company,  in  addition 
to  the  bonds  authorized  to  be  issued  under  the  provisions  of  Sections  2, 
3 and  4 of  this  Article  I may  sign,  seal  and  deliver  to  the  Trustee  and  the 
Trustee  shall  thereupon  authenticate  and  deliver  to  the  Company  addi- 
tional bonds  hereby  secured,  when  the  Company  shall  have  made  any 
permanent  improvements,  extensions  or  additions  to  or  about  its  plants 
or  property,  after  the  date  of  this  Indenture  (including  any  new  or 
additional  property  acquired  or  constructed,  but  not  including  shares 
of  stock,  bonds,  or  other  securities,  or  permanent  improvements,  exten- 
sions, or  additions  acquired  or  constructed  as  substituted  property  under 
the  provisions  of  this  Indenture  with  reference  to  the  release  of  property 
from  the  lien  hereof  or  with  the  proceeds  of  any  property  so  released, 
or  with  insurance  moneys  received  in  payment  of  losses  or  with  any 
moneys  set  aside  or  expended  under  the  provisions  of  Article  VI  of 
this  Indenture),  provided , that  the  net  earnings  of  the  Company,  cal- 
culated as  hereinafter  provided,  for  twelve  consecutive  calendar  months 
within  the  fourteen  calendar  months  immediately  preceding  any  appli- 
cation for  authentication  and  delivery  of  bonds,  shall  be,  in  the  aggre- 
gate; not  less  than  one  and  six-tenths  times  the  interest  charge  for  a like 
period  upon  all  bonds  already  outstanding  under  this  Indenture  and  those 
applied  for  and  upon  any  underlying  bonds  then  outstanding  in  the  hands 
of  outside  parties.  Bonds  are  to  be  certified  and  delivered  under  this 
Section  only  for  an  amount  of  principal  equal  to  eighty  per  cent.  (80%) 
of  the  actual  cash  cost  and  fair  value  to  the  Company  of  such  permanent 
improvements,  extensions  or  additions,  and  only  upon  receipt  by  the 
Trustee  of: 


35 


(A)  A copy  of  a resolution  certified  to  have  been  adopted  by  the 
Board  of  Directors  of  the  Company  requesting  the  Trustee  to  authenti- 
cate and  deliver  bonds,  specifying  the  principal  amount  of  bonds  called 
for,  and  their  denominations,  series  letter,  form,  interest  rate,  maturity, 
and  redemption  provisions,  and  stating  the  actual  cash  cost  to  the  Com- 
pany of  the  permanent  improvements,  extensions,  or  additions  included 
in  the  certificate  next  hereinafter  mentioned,  and  naming  the  officer 
or  officers  of  the  Company  to  whom  such  bonds  shall  be  delivered; 

(B)  A certificate  signed  by  the  President  or  a Vice-President  of  the 
Company  and  by  an  engineer  appointed  by  its  Board  of  Directors  and 
approved  by  the  Trustee,  stating  in  substance  as  follows  : 

(a)  that  in  addition  to  the  property  possessed  by  the  Company  at 
the  date  of  this  Indenture,  the  Company  has  constructed  or  acquired 
certain  permanent  improvements,  extensions  or  additions  to  or  about 
its  plant  and  property  (to  be  described  in  the  certificate  with  reasonable 
detail)  and  that  such  property  is  desirable  in  the  profitable  conduct  of 
the  business  of  the  Company; 

(b)  that  the  Company  has  actually  expended  upon  such  permanent 
improvements,  extensions  or  additions  the  amount  stated  in  the  above- 
mentioned  resolution  of  the  Board  of  Directors  as  the  actual  cash  cost 
thereof  and  that  the  amount  so  expended  was  not,  in  the  signers’  opinion, 
in  excess  of  the  fair  value  to  the  Company  of  such  permanent  improve- 
ments, extensions  or  additions; 

(c)  that  no  part  of  such  permanent  improvements,  extensions  or 
additions,  specified  in  such  certificate,  have  been  included  in  any  pre- 
ceding certificate  made  the  basis  of  any  other  issue  of  bonds  hereunder 
or  of  the  withdrawal  of  any  money  held  by  the  Trustee,  or  have  been 
acquired  as  substituted  property  under  the  provisions  of  this  Indenture 
with  reference  to  the  release  of  property  from  the  lien  hereof  or  with 
insurance  moneys  or  moneys  set  aside  or  expended  under  the  provisions 
of  Article  VI  of  this  Indenture,  or  represent  an  expenditure  of  cash  made 
pursuant  to  the  provisions  of  Section  14  of  this  Article  I ; 


36 


(cl)  the  net  earnings  of  the  Company  for  a period  of  twelve  consecu- 
tive calendar  months  within  the  fourteen  calendar  months  immediately 
preceding  the  application  for  authentication  and  delivery  of  bonds,  show- 
ing how  the  same  have  been  calculated,  and  to  that  end  specifying  the 
gross  earnings  and  also  the  respective  amounts  charged  to  the  different 
distributive  groups  of  operating  expenses;  the  net  earnings  of  the  Com- 
pany to  be  computed  by  deducting  its  operating  expenses,  including  all 
expenditures  for  taxes,  rentals,  repairs,  current  maintenance,  and  insur- 
ance, from  its  gross  earnings;  but  not  deducting  any  charges  made 
against  surplus  account  for  renewals,  replacements,  or  depreciation,  pro- 
vided, however,  that  the  amount  included  in  operating  expenses  and 
deducted  from  gross  earnings  for  repairs  and  current  maintenance  shall 
in  no  case  be  less  than  an  amount  equal  to  four  per  cent.  (4%)  of  gross 
earnings; 

(e)  that  the  Company  is  not,  to  the  knowledge  of  the  signers,  in 
default  in  the  performance  of  any  of  the  terms  or  covenants  of  this 
Indenture,  that  it  is  not  prevented  from  doing  business  or  collecting  reve- 
nue in  the  cities  of  Belleville,  Granite  City,  Madison  and  Venice,  or  if  so 
prevented  in  respect  of  one  or  more  of  such  cities  that  all  the  require- 
ments of  Section  14  of  this  Article  I,  relating  to  the  authentication  and 
delivery  of  additional  bonds  in  the  event  of  such  prevention,  have  been 
fully  complied  with,  and  that  the  requirements  of  said  Section  14  have 
in  all  other  respects  been  fully  complied  with. 

(C)  Such  instruments  of  conveyance,  assignment  and  transfer  as 
may  be  necessary,  in  the  opinion  of  counsel  (who  may  be  of  counsel  to 
the  Company)  selected  by  the  Board  of  Directors  of  the  Company  and 
approved  by  the  Trustee,  to  vest  in  the  Trustee,  to  hold  as  part  of  the 
mortgaged  property  hereunder,  all  the  right,  title  and  interest  of  the 
Company  in  and  to  any  property  with  respect  to  which  the  authentication 
of  bonds  shall  be  requested,  or  the  opinion  of  such  counsel  that  no  such 
instruments  are  necessary  for  such  purposes,  and  also  the  opinion  of  such 
counsel  to  the  effect  that  the  Company  has  title  to  such  property,  forming 


37 


the  basis  of  such  issue  of  bonds,  subject  to  no  deed  of  trust,  mortgage, 
lien,  charge  or  incumbrance  thereon  or  affecting  the  title  thereto,  prior 
to  this  Indenture,  except  taxes  for  the  then  current  year. 

Whenever  under  the  provisions  of  this  Indenture  the  gross  and  net 
earnings  of  the  Company  are  required  to  be  computed  for  a stated 
period,  and  any  of  the  property  of  the  Company  shall  have  been  owned 
by  it  during  a part  but  not  during  the  whole  of  such  period,  then  and  in 
every  such  case  the  gross  and  net  earnings  of  such  property  during 
such  part  of  such  period  as  shall  have  preceded  the  acquisition  thereof 
by  the  Company,  shall  be  treated  as  gross  and  net  earnings  of  the  Com- 
pany for  such  part  of  such  period  for  the  purposes  of  this  Indenture  and 
shall  be  computed  on  the  basis  hereinbefore  provided. 

Permanent  improvements,  extensions  and  additions  in  process  of 
construction  or  erection  and  so  far  as  actually  constructed  or  erected 
and  paid  for,  and  placed  under  the  lien  of  this  Indenture,  shall  be 
deemed  permanent  improvements,  extensions  and  additions  within  the 
meaning  of  this  Article. 

Section  6.  From  time  to  time  hereafter  the  Company,  in  substitu- 
tion for  and  in  place  of  any  bonds  theretofore  issued  under  any  of  the 
provisions  of  this  Indenture,  may  sign,  seal  and  deliver  to  the  Trustee 
and  the  Trustee  shall  thereupon  authenticate  and  deliver  to  the  Company 
bonds  hereby  secured,  in  principal  amount  equal  to  that  of  the  bonds 
in  substitution  for  and  in  place  of  which  such  new  bonds  are  signed, 
sealed  and  delivered,  upon  receipt  by  the  Trustee  of: 

(A)  A copy  of  a resolution  certified  to  have  been  adopted  by  the 
Board  of  Directors  of  the  Company  requesting  the  Trustee  to  authen- 
ticate and  deliver  bonds,  specifying  the  principal  amount  of  bonds 
called  for,  and  their  denominations,  series  letter,  form,  interest  rate, 
maturity,  and  redemption  provisions,  and  likewise  specifying  the  prin 
cipal  amount  of  bonds  in  substitution  for  and  in  place  of  which  such 
new  bonds  are  to  be  issued,  and  their  series  letter,  serial  numbers,  and 


38 


maturity,  and  naming  the  officer  or  officers  of  the  Company  to  whom 
such  new  bonds  shall  be  delivered ; 

(B)  An  amount  of  cash  equal  to  the  principal  amount  with  interest 
thereon  to  maturity  of  all  bonds  in  substitution  for  and  in  place  of 
which  such  new  bonds  are  to  be  issued,  provided^  however,  that  in  lieu 
of  the  deposit  of  cash  against  the  principal  and  interest  of  any  par- 
ticular bond  or  bonds,  the  Company  may  surrender  such  bond  or  bonds 
for  cancellation  with  all  unmatured  coupons  thereto  appertaining. 

Section  7.  The  resolutions,  certificates  and  other  instruments  pro- 
vided for  in  this  Article  I may  be  accepted  by  the  Trustee  as  satisfactory 
and  conclusive  evidence  as  to  the  statements  therein  contained  and  shall 
be  full  authority  and  protection  to  the  Trustee  for  the  authentication  and 
delivery  of  bonds ; but  before  authenticating  and  delivering  an  instalment 
of  bonds  the  Trustee  may,  in  its  discretion,  and  shall,  if  requested  in 
writing  so  to  do  by  the  holders  of  not  less  than  five  per  cent,  of  the  bonds 
then  outstanding  hereunder  and  furnished  with  security  and  indemnity 
satisfactory  to  it,  cause  to  be  made  such  independent  investigation  as  it 
may  see  fit,  and,  in  that  event,  may  decline  to  authenticate  or  deliver 
such  instalment  of  bonds  unless  satisfied  by  such  investigation  of  the 
truth  and  accuracy  of  the  matters  so  investigated.  The  expense  of  such 
investigation  shall  be  paid  by  the  Company,  or  if  paid  by  the  Trustee 
shall  be  repaid  by  the  Company  upon  demand. 

Section  8.  The  bonds  and  coupons  and  notes  to  be  secured  hereby 
shall  be  substantially  of  the  tenor  and  effect  hereinbefore  recited,  except 
that  at  the  election  of  the  Board  of  Directors  of  the  Company,  expressed 
from  time  to  time  by  resolution,  (1)  bonds  may  be  issued  in  denomina- 
tions of  $1000,  $500,  and  $100;  and  (2)  shall  bear  interest  at  such  rate 
or  rates,  and  shall  be  redeemable  at  such  redemption  price  and  shall  be 
payable  at  such  time  (not,  however,  earlier  than  July  1,  1942)  as  may 
be  fixed  and  determined  by  the  Board  and  designated  in  said  bonds 
when  issued.  The  initial  issue  of  bonds  hereunder  shall  consist  of 


39 


$422,000  principal  amount  of  bonds  of  Series  A ; they  shall  bear  interest 
at  the  rate  of  five  per  cent.  (5%)  per  annum,  shall  mature  July  1,  1942, 
and  shall  be  redeemable  at  par  and  accrued  interest  and  a premium  of 
five  per  cent,  upon  the  principal  on  July  1,  1937,  or  on  any  interest  date 
prior  thereto  and  thereafter  at  par  and  accrued  interest  on  any  interest 
date. 

No  bond  or  note  shall  be  secured  hereby  unless  there  shall  be 
endorsed  thereon  the  certificate  of  the  Trustee  substantially  in  the  form 
hereinbefore  recited,  stating  that  such  bond  or  junior  lien  note  is  one 
of  the  bonds  or  junior  lien  notes  (or  temporary  bonds  or  notes)  herein 
described ; and  such  certificate  shall  be  conclusive  evidence  that  the  bond 
or  note  upon  which  it  is  endorsed  is  duly  issued  and  is  secured  hereby. 

The  bonds  issued  hereunder  may  be  issued  in  series,  and  the  bonds 
of  each  series  shall  be  designated  by  a distinguishing  letter  or  letters 
of  the  English  alphabet.  All  bonds  of  any  one  series  at  any  time  simul- 
taneously outstanding,  shall  be  identical  in  respect  of  the  interest  rate, 
redemption  provisions,  and  maturity,  but  bonds  of  the  same  series  may 
be  of  different  denominations.  Irrespective  of  the  series  letter  or  letters, 
the  bonds  for  $1000  each  shall  be  numbered  consecutively  from  1 up- 
wards, the  bonds  for  $500  each  from  D1  upwards  and  the  bonds  for 
$100  each  from  Cl  upwards. 

Any  of  the  bonds  at  any  time  issued  under  this  Indenture  may, 
from  time  to  time,  at  the  request  of  the  Company,  be  exchanged  for  other 
bonds  of  some  one  or  more  other  series  or  of  the  same  series  issuable 
hereunder  of  an  equal  aggregate  principal  amount,  and  the  Trustee, 
upon  the  request  of  the  Company,  shall  authenticate  and  deliver  bonds 
as  specified  in  such  request  for  the  purpose  of  such  exchange.  In 
case  of  any  such  exchange,  the  Trustee  shall  forthwith  cancel  the 
surrendered  bond  or  bonds  and  the  accompanying  coupons,  and,  on 
its  written  request,  deliver  the  same  to  the  Company. 

Any  holder  of  any  bonds  secured  hereby  shall  have  the  privilege  at 
any  time  before  maturity  of  exchanging  any  bond  or  bonds  held  by  him 
for  other  bonds  of  the  same  maturity  and  interest  rate,  but  of  different 


40 


denomination,  and  such  exchange  shall  be  made  by  the  Company  with- 
out expense  to  the  holder  on  the  tender  for  cancellation  of  the  bonds  so 
desired  to  be  exchanged. 

Section  9.  The  Company  shall  keep  at  its  office  or  agency  in  the 
City  of  New  York,  and  at  such  other  place  or  places,  if  any,  as  shall 
be  designated  in  any  bond  issued  hereunder,  books  for  the  registration 
and  transfer  of  bonds  issued  hereunder,  which,  at  all  reasonable  times, 
shall  be  open  for  inspection  by  the  Trustee  or  by  the  holder  of  any 
bond  issued  hereunder;  and,  upon  presentation  for  such  purpose  at  any 
such  office  or  agency,  the  Company  will  register  or  cause  to  be  registered 
therein  the  ownership  of  any  bond  issued  under  this  Indenture  and 
entitled  to  registration  at  such  office,  such  registration  being  noted  on 
the  bond,  and  immediately  upon  registration,  the  Company  shall  furnish, 
or  cause  to  be  furnished,  by  the  Kegistrars,  to  the  Trustee,  a record 
of  all  registrations  of  bonds  hereunder.  After  such  registration 
no  transfer  shall  be  valid  unless  made  on  the  said  books  by  the  registered 
owner  in  person,  or  by  his  duly  authorized  attorney,  and  similarly  noted 
on  the  bond ; but  the  bond  may  be  discharged  from  registration  by  being 
in  like  manner  transferred  to  bearer,  and  thereupon  transferability  by 
delivery  shall  be  restored ; and  such  bond  may  again,  from  time  to  time, 
be  registered,  or  transferred  to  bearer,  as  before.  Such  registration, 
however,  shall  not  affect  the  negotiability  of  the  coupons,  but  every  such 
coupon  shall  continue  to  be  transferable  by  delivery  merely,  and  shall 
remain  payable  to  bearer. 

Any  note  may  be  transferred  at  the  office  or  agency  of  the  Company 
in  New  York  City  by  surrender  of  such  note  for  cancellation,  accom- 
panied by  delivery  of  a written  instrument  of  transfer  in  a form  approved 
by  the  Company,  duly  executed  by  the  registered  holder  of  such  note, 
and  thereupon  the  Company  shall  issue  in  the  name  of  the  transferee 
or  transferees  a new  note  or  notes  of  like  form,  for  a like  aggregate 
principal  sum,  and  the  Trustee  shall  authenticate  and  deliver  the  same 
to  him  or  them. 


41 


Section  10.  All  the  bonds  and  notes  issued  hereunder  shall,  from 
time  to  time,  be  executed  on  behalf  of  the  Company  by  its  President  or 
one  of  its  Vice-Presidents  and  its  corporate  seal  shall  be  thereunto  affixed 
and  attested  by  its  Secretary  or  one  of  its  Assistant  Secretaries.  The 
coupons  to  be  attached  to  the  bonds  shall  bear  the  fac-simile  signature 
of  the  present  Treasurer  of  the  Company. 

In  case  any  of  the  officers  who  shall  have  signed  and  sealed  any 
bonds  or  notes  or  attested  the  seal  thereon,  shall  cease  to  be  such  officers 
of  the  Company  before  the  bonds  or  notes  so  signed  and  sealed  shall 
have  been  actually  authenticated  by  the  Trustee  or  delivered  by  the 
Company,  such  bonds  or  notes  nevertheless  may  be  issued,  authenticated 
and  delivered  with  the  same  force  and  effect  as  though  the  person  or 
persons  who  signed  and  sealed  such  bonds  had  not  ceased  to  be  such 
officer  or  officers  of  the  Company. 

Before  authenticating  any  bonds  the  Trustee  shall  cut  off,  cancel 
and  deliver  to  the  Company  all  matured  coupons  thereon. 

Section  11.  Until  permanent  bonds  and  notes  are  ready  for  delivery, 
there  may  be  issued,  authenticated  and  delivered  in  lieu  of  any  thereof, 
temporary  printed  bonds  in  bearer  form  substantially  of  the  tenor  of 
the  bonds  hereinbefore  described  and  of  the  same  denominations  and  bear- 
ing the  same  serial  numbers,  except  that  no  coupons  shall  be  attached 
thereto,  and  temporary  notes  substantially  of  the  tenor  and  form  of 
the  notes  hereinbefore  described,  and  until  exchanged  for  permanent 
bonds  and  notes,  such  temporary  bonds  and  notes  shall  be  entitled  to 
the  lien  and  benefit  of  this  Indenture.  Upon  such  exchange,  which  the 
Company  shall  make  at  its  own  expense  and  without  making  any  charge 
therefor,  such  temporary  bonds  and  notes  shall  be  destroyed  by  the 
Trustee,  and  upon  the  exchange  of  all  said  bonds  and  notes  a certificate 
of  such  destruction  shall  be  delivered  to  the  Company.  When  and  as 
interest  is  paid  upon  temporary  bonds,  the  fact  of  such  payment  shall 
be  noted  thereon.  The  Company  shall  proceed  with  all  reasonable  dili- 
gence to  execute  and  deliver  said  permanent  bonds. 


42 


Section  12.  Upon  receipt  by  the  Company  and  the  Trustee  of 
evidence  satisfactory  to  them,  of  the  loss,  destruction  or  mutilation  of 
any  outstanding  bond  or  note  hereby  secured,  and  of  indemnity  satis- 
factory to  them,  and  upon  surrender  and  cancellation  of  such  bond  or 
note  if  mutilated,  the  Company  may  execute,  and  the  Trustee  may  authen- 
ticate and  deliver,  a new  bond  of  the  same  series  and  of  the  like  tenor 
bearing  the  same  serial  number,  or  a new  note  of  like  tenor  to  be  issued 
in  lieu  of  such  lost,  destroyed  or  mutilated  bond  or  note. 

Section  13.  As  to  all  notes  and  all  bonds  registered  as  to  principal, 
the  person  in  whose  name  the  same  shall  be  registered  shall  be  deemed 
and  regarded  as  the  owner  thereof,  for  all  purposes  of  this  Indenture, 
and  thereafter  payment  of  or  on  account  of  the  principal  of  such  note 
or  bond,  shall  be  made  only  to  or  upon  the  order  in  writing  of  such 
registered  holder  thereof,  but  such  registration  may  be  changed  as  above 
provided.  All  such  payments  shall  be  valid  and  effectual  to  satisfy  and 
discharge  the  liability  upon  such  bonds  and  notes  to  the  extent  of  the 
sum  or  sums  so  paid.  The  Company  and  the  Trustee  may  deem  and 
treat  the  bearer  of  any  bond,  which  shall  not  at  the  time  be  registered 
as  to  principal,  and  the  bearer  of  any  interest  coupon,  whether  the  bond 
to  which  the  same  appertains  shall  be  registered  or  not,  as  the  absolute 
owner  of  such  bond  or  coupon  for  the  purpose  of  receiving  payment 
thereof,  and  for  all  other  purposes  whatsoever,  and  the  Company  and 
the  Trustee  shall  not  be  affected  by  any  notice  to  the  contrary. 

Section  14.  In  the  event  that  at  any  time  or  times  the  Company 
shall  in  any  manner  be  prevented  from  doing  business  or  collecting 
revenue  in  the  City  of  Belleville,  or  of  Granite  City,  or  of  Madison,  or 
of  Venice,  no  additional  bonds  shall  be  authenticated  by  the  Trustee 
or  delivered  by  the  Trustee  to  the  Company  thereafter,  unless  and  until 
the  Company  either  resumes  the  doing  of  business  and  collection  of 
revenue  in  the  municipality  in  which  the  doing  of  business  or  collection 
of  revenue  has  been  prevented,  or  shall  have  delivered  to  the  Trustee 
for  cancelation,  or  shall  have  caused  to  be  purchased  or  redeemed  and 


43 


canceled,  bonds  of  the  issue  hereby  secured,  to  the  amount  hereinafter 
specified,  in  the  case  of  the  municipality  so  affected;  provided,  however, 
that,  for  the  purpose  of  this  section,  cash  actually  expended  by  the  Com- 
pany upon  permanent  improvements,  extensions  or  additions  to  or  about 
its  plants  or  property,  other  than  its  plants  or  property  situated  in  the 
municipality  so  affected,  shall  be  deemed  to  be  the  equivalent  of  the  can- 
celation of  an  equal  principal  amount  of  bonds  hereby  secured ; provided 
further,  however,  that  no  bonds  shall  at  any  time  be  authenticated  and 
delivered  under  any  of  the  provisions  of  this  Indenture  against  the 
■expenditure  of  any  cash  which  shall  have  been  certified  to  the  Trustee 
as  expended  under  the  provisions  of  this  section.  The  amount  of  bonds 
to  be  retired,  in  the  event  of  the  prevention  of  the  doing  of  business  or  col- 
lection of  revenue  in  said  municipalities,  shall  be  as  follows,  viz. : In  the 
case  of  Belleville,  $650,000  in  principal  amount;  In  the  case  of  Granite 
City,  $600,000  in  principal  amount  ; In  the  case  of  Madison,  $125,000  in 
principal  amount;  In  the  case  of  Venice,  $100,000  in  principal  amount; 
to  which  in  each  case  shall  be  added  an  amount  of  bonds  equal  to  the 
principal  amount  of  bonds  which  at  that  time  shall  have  been  authenti- 
cated and  delivered  hereunder  against  expenditures  for  permanent  im- 
provements, extensions  or  additions  made  or  acquired  within  the  limits 
of  the  municipality  so  affected. 

In  the  event  of  the  sale  or  the  taking  by  eminent  domain  of  the  plants 
and  property  of  the  Company  within  either  of  said  municipalities,  the 
Company  covenants  and  agrees  that  the  entire  proceeds  of  sale  of  the 
property  so  sold  or  taken  shall  within  eighteen  months  after  the  receipt 
thereof  be  applied  to  one  or  more  of  the  following  objects,  viz. : the  pur- 
chase and  cancelation  of  bonds  hereby  secured  or  the  redemption  of  bonds 
or  to  reimburse  the  Company  for  the  expenditure  by  it  of  an  equal  amount 
of  cash  in  the  construction  or  acquisition  of  permanent  improvements, 
extensions  or  additions  to  the  remaining  mortgaged  property.  In  the 
event  that  the  proceeds  of  any  such  sale  or  taking  shall  not,  when  so  ap- 
plied, have  retired  an  amount  of  bonds  at  least  equal  to  the  amount  herein- 
before specified  with  reference  to  the  municipality  affected  (subject,  how- 


44 


ever,  to  the  provision  that  cash  expended  upon  the  remaining  property 
shall  be  treated  as  the  equivalent  of  the  retirement  of  an  equal  principal 
amount  of  bonds),  no  further  bonds  shall  be  authenticated  or  delivered 
hereunder  by  the  Trustee  until  such  an  additional  amount  of  bonds  shall 
have  been  retired  (cash  expended  upon  the  remaining  mortgaged  prop- 
erty being  treated,  however,  as  the  equivalent  thereof),  as  shall  meet  and 
comply  with  the  full  requirements  of  this  section. 


ARTICLE  II. 

Particular  Covenants  of  the  Company. 

The  Company  hereby  covenants  and  agrees : 

Section  1.  That  it  is  lawfully  seized  and  possessed  of  all  its  afore- 
said mortgaged  premises,  property,  rights,  privileges  and  franchises  and 
that  it  has  good  right  and  lawful  authority  to  mortgage  the  same  as 
provided  in  and  by  this  Indenture. 

Section  2.  That  it  will  pay  the  principal  and  interest  of  all  the 
bonds  and  notes  duly  issued  hereunder,  according  to  the  terms  thereof 
and,  so  far  as  it  may  lawfully  contract  to  do  so,  without  deduction  for  any 
taxes,  assessments  or  other  governmental  charges  whicli  the  Company 
may  be  required  to  pay  thereon,  or  authorized  to  retain  therefrom  under 
any  present  or  future  law  or  requirement  of  the  United  States  of  America, 
or  any  State,  county,  municipality  or  other  governmental  subdivision 
thereof,  the  Company  hereby  agreeing,  so  far  as  it  lawfully  may,  to  pay 
all  such  taxes,  assessments  and  other  charges.  As  the  coupons  annexed 
to  said  bonds  are  paid  they  shall  be  cancelled.  Coupons  shall  not  be 
kept  alive  after  maturity  by  extension  thereof  nor  by  the  purchase 
thereof,  by  or  on  behalf  of  the  Company.  No  coupon  belonging  to  any 
bond  hereby  secured,  which  in  any  way,  at  or  after  maturity,  shall  have 
been  transferred  or  pledged,  separate  or  apart  from  the  bond  to  which 
it  relates,  or  which  shall  in  any  manner  have  been  kept  alive  after 
maturity  by  extension  or  by  the  purchase  thereof  by  or  on  behalf  of  the 


45 


Company,  shall  be  entitled,  in  case  of  a default  hereunder,  to  any  benefit 
of  or  from  this  Indenture,  except  after  the  prior  payment  in  full  of  the 
principal  of  the  bonds  issued  hereunder  and  of  all  coupons  not  so  trans- 
ferred, pledged,  kept  alive  or  extended. 

Section  3.  That  it  will  maintain  an  office  or  agency  in  the  City  of 
New  York,  while  any  of  said  bonds  are  outstanding,  where  notices,  pre- 
sentations and  demands  to  or  upon  it  in  respect  of  said  bonds  or  their 
coupons  may  be  given  or  made,  and  for  the  payment  of  the  principal  and 
interest  thereof  and  that  it  will  keep  on  file  Avith  the  Trustee  a written 
statement  showing  the  location  of  the  office  or  agency  so  from  time  to 
time  maintained  by  it. 

Section  4.  That  it  will  duly  pay  and  discharge,  as  the  same  shall 
become  due  and  payable,  all  real  estate  and  personal  taxes,  assessments 
and  governmental  and  other  charges  lawfully  levied  and  imposed  by 
any  state,  county  or  municipality  upon  the  mortgaged  premises,  includ- 
ing the  franchises,  earnings  and  business  of  the  Company;  and  that  it 
will  not  suffer  any  mechanic’s,  laborer’s,  statutory  or  other  lien  which 
might  or  could  be  held  to  be  prior  to  the  lien  of  this  Indenture,  to  be 
created  or  to  remain  outstanding  upon  the  mortgaged  property,  or  any 
part  thereof;  provided,  however,  that  nothing  contained  in  this  Inden- 
ture shall  require  the  Company  to  pay  such  tax,  assessment,  lien  or 
charge  so  long  as  the  Company  in  good  faith  shall  contest  the  validity 
thereof,  provided  the  security  afforded  by  this  Indenture  shall  not  be 
endangered  by  any  sale  or  otherwise  on  account  of  any  such  tax  or  lien 
so  contested. 

Section  5.  That  it  will  keep  all  the  property  which  is  at  any  time 
covered  by  this  Indenture  and  which  is  of  a character  usually  insured  by 
compauies  similarly  situated,  insured  against  loss  or  damage  by  fire,  to 
a reasonable  amount,  by  reputable  insurance  companies,  any  one  loss  in 
excess  of  $5,000  to  be  made  payable  to  the  Trustee  as  its  interest  may 
appear.  The  proceeds  of  any  insurance  on  any  part  of  its  mortgaged 


46 


property,  which  may  be  received  by  the  Trustee  shall  be  held  and 
applied  by  the  Trustee  as  hereinafter  provided  in  Article  V of  this 
Indenture. 

Section  6.  That  it  will  at  all  times  maintain,  preserve  and  keep  its 
property  mortgaged  hereunder,  and  every  part  thereof,  with  the  appur- 
tenances and  every  part  and  parcel  thereof,  in  thorough  repair,  working 
order  and  condition,  and  from  time  to  time  make  all  needful  and  proper 
repairs,  so  that  at  all  times  the  value  of  the  security  for  the  bonds  issued 
hereunder  and  the  efficiency  of  its  property  hereby  mortgaged  shall  be 
fully  preserved  and  maintained,  and,  subject  to  the  provisions  hereof, 
will  maintain,  preserve  and  renew  all  the  rights,  powers,  privileges,  and 
franchises  by  it  owned. 

Section  7.  That  if  it  shall  fail  to  perform  any  of  the  covenants  con- 
tained in  Sections  4,  5 and  6 of  this  Article  II,  the  Trustee,  or  any 
receiver  appointed  hereunder,  may  make  advances  to  perform  the  same 
in  its  behalf;  and  it  hereby  agrees  to  repay  all  sums  so  advanced  in 
its  behalf,  on  demand,  with  interest  at  six  per  cent,  per  annum  after 
demand,  and  all  sums  so  advanced  with  interest  as  aforesaid  shall  be 
secured  hereby,  having  the  benefit  of  the  lien  hereby  created  in  priority 
to  the  indebtedness  evidenced  by  said  bonds  and  coupons;  but  no  such 
advance  shall  be  deemed  to  relieve  the  Company  from  any  default 
hereunder. 

Section  8.  That  it  will,  upon  reasonable  request,  execute  and  de- 
liver such  further  instruments  and  do  such  further  acts  as  may  be 
necessary  or  proper  to  carry  out  more  effectually  the  purposes  of  this 
Indenture,  especially  to  make  subject  to  the  lien  hereof  any  property  now 
owned  or  hereafter  acquired  by  it  (except  the  property  hereinbefore 
specifically  excepted  from  the  lien  hereof),  and  to  transfer  to  any  new 
trustee  or  trustees  the  estate,  powers,  instruments  and  funds  held  in 
trust  hereunder. 


47 


Section  9.  That  it  will  at  any  and  all  times  upon  the  written 
request  of  the  Trustee: 

(a)  permit  the  Trustee  by  its  agents  and  attorneys  to  examine  all 
the  Company’s  books  of  account,  records,  reports  and  other  papers,  and 
to  take  copies  and  extracts  therefrom; 

(b)  furnish  to  the  Trustee  a detailed  and  true  balance  sheet  show- 
ing accurately  the  financial  condition  of  the  Company ; a full  and  detailed 
statement  of  its  earnings  and  expenses  given  month  by  month  for  and 
during  a period  of  at  least  twelve  months  prior  to  the  date  of  such 
request;  and  a full,  complete  and  detailed  schedule  of  the  items  of 
property  covered  by  the  lien  hereof  or  intended  so  to  be,  as  the  Trustee 
may  request. 

The  Trustee  is,  however,  under  no  duty  to  make  any  such  exam- 
ination or  to  require  any  such  balance  sheet,  statement  or  schedule. 

Section  10.  That  it  will  not  issue,  or  permit  to  be  issued,  any  bonds 
hereby  secured  in  any  manner  other  than  in  accordance  with  the  provi- 
sions of  this  Indenture. 


ARTICLE  III. 

Redemption  of  Bonds. 

The  Company,  at  its  option,  may  from  time  to  time  redeem  all  or 
any  of  the  bonds  issued  hereunder,  on  any  interest  day,  at  the  redemption 
price  specified  therein  respectively,  with  accrued  interest  to  the  redemp- 
tion day,  and  in  the  case  of  any  series  of  bonds,  the  bonds  may  specify 
that  until  a date  to  be  fixed  in  said  bonds  they  shall  be  redeemable  at  a 
certain  price  and  thereafter  at  another  price;  provided  that  in  case  of 
redemption  of  a part  only  of  the  bonds  belonging  to  any  series,  the  par- 
ticular bonds  of  that  series  to  be  redeemed  shall  be  selected  by  the  Trus- 
tee by  lot,  and  that,  in  the  event  that  the  Company  elects  at  any  time  to 
redeem  less  than  all  the  bonds  then  outstanding  hereunder,  it  may  desig- 
nate the  series  from  which  the  redemption  shall  be  made;  and  provided 


48 


also  that  notice  of  intention  to  redeem  shall  be  given,  by  or  on  behalf 
of  the  Company,  by  publication  at  least  once  a week  for  four  successive 
weeks  immediately  preceding  said  date  fixed  for  redemption  in  one  news- 
paper of  general  circulation  published  in  each  of  the  cities  of  New  York, 
Chicago  and  East  St,  Louis,  Illinois.  Before  such  redemption  day  spec- 
ified in  such  notice,  the  Company  shall  deposit  with  the  Trustee  an  amount 
sufficient  to  redeem  the  bonds  so  designated  for  redemption,  to  be  held  for 
account  of  the  holders  thereof,  and  to  be  paid  to  them  respectively  upon 
presentation  and  surrender  of  said  bonds ; and  after  such  redemption  day 
and  such  deposit  such  bonds  shall  cease  to  bear  interest,  and  such  bonds 
shall  cease  to  be  entitled  to  the  lien  of  this  Indenture,  and  the  coupons 
for  interest  maturing  subsequent  to  that  day  shall  be  void. 

All  bonds  so  redeemed  or  otherwise  purchased  by  the  Trustee  at  the 
request  of  the  Company  under  any  provision  of  this  Indenture  shall 
forthwith  be  canceled,  and  thereupon  delivered  so  canceled  to  the 
Company. 


ARTICLE  IV. 

Possession,  Use  and  Release  of  Mortgaged  Property. 

Section  1.  While  not  in  default  in  the  payment  of  the  principal 
or  interest  on  any  bond  or  note  hereby  secured,  or  in  respect  to  any  of  the 
covenants,  agreements  or  conditions  on  its  part  in  this  Indenture  con- 
tained, the  Company 

1.  Shall  be  suffered  and  permitted  to  possess,  use  and  enjoy 
all  the  franchises,  rights  and  property  conveyed  by  this  Indenture 
(other  than  moneys  and  securities  which  are  expressly  required  to 
be  deposited  with  the  Trustee),  and  to  receive  and  use  the  rents, 
issues,  income,  product,  and  profits  thereof; 

2.  May  sell  or  otherwise  dispose  of,  without  any  release  by  the 
Trustee,  free  from  the  lien  of  this  Indenture,  (a)  any  machinery, 
equipment,  tools  or  implements  upon  replacing  the  same  with  new 
machinery,  equipment,  tools  or  implements,  of  value  at  least  equal 


49 


to  the  original  value  of  that  so  disposed  of,  and  ( b ) any  materials 
or  supplies; 

3.  May,  at  any  time  and  from  time  to  time,  without  any  release 
by  the  Trustee,  surrender  or  assent  to  the  modification  of  any 
franchise  which  it  may  hold,  or  under  which  it  may  be  operating, 
provided,  that  (ci)  in  the  event  of  any  such  modification,  the  fran- 
chise, as  modified,  shall,  in  the  opinion  of  counsel,  authorize  the 
continuance  of  the  same  or  an  extended  business  in  the  same  or  an 
extended  territory  during  the  same  or  an  extended  or  unlimited 
period  of  time,  or  (b)  in  the  event  of  any  such  surrender,  the  Com- 
pany shall  receive  in  exchange  a new  franchise,  license  or  permit 
which,  in  the  opinion  of  counsel,  shall  authorize  it  to  do  the  same 
or  an  extended  business  in  the  same  or  an  extended  territory  dur- 
ing the  same  or  an  extended  or  unlimited  period  of  time,  or  that 
after  the  surrender  of  any  such  franchise,  the  Company  shall  still, 
under  some  other  franchise,  license  or  permit  (subject  to  the  lien 
of  this  Indenture,  and  free  from  any  liens  prior  thereto,  except  taxes 
for  the  then  current  year),  have  the  right,  in  the  opinion  of  counsel, 
to  conduct  the  same  or  an  extended  business  in  the  same  or  an 
extended  territory  during  the  same  or  an  extended  or  unlimited 
period  of  time.  The  words  “the  opinion  of  counsel”  as  used 
in  this  subdivision  3 of  this  Section,  mean  and  shall  be  con- 
strued to  mean  the  written  opinion,  filed  with  the  Company  and 
with  the  Trustee,  of  counsel  (who  may  be  of  counsel  to  the  Company) 
appointed  by  the  Board  of  Directors  of  the  Company  and  approved 
by  the  Trustee. 

• 

Section  2.  The  Company  may  sell  or  otherwise  dispose  of  any  other 
of  its  property  at  any  time  covered  hereby,  and  the  Trustee  shall  release 
the  same  from  the  lien  hereof  upon  receipt  by  the  Trustee  of : 

1.  A copy  of  a resolution  certified  to  have  been  adopted  by  the 
Board  of  Directors  of  the  Company,  requesting  such  release; 


50 


2.  A certificate  signed  by  the  President  or  a Vice-President  of 
the  Company  and  by  an  engineer  appointed  by  the  Board  of 
Directors  of  the  Company,  and  approved  by  the  Trustee,  stating  in 
substance  as  follows : 

(a)  that  the  retention  of  such  property  is  no  longer  desir- 
able in  the  conduct  of  the  business  of  the  Company,  and  that  the 
security  hereby  afforded  will  not  be  impaired  by  its  release,  and 

(b)  that  the  Company  has  sold  or  exchanged,  or  contracted 
to  sell  or  exchange,  the  property  so  to  be  released  for  a con- 
sideration representing,  in  the  opinion  of  the  signers,  its  full 
value  to  the  Company,  which  consideration  may  be  (1)  cash, 
or  (2)  partly  cash  and  partly  obligations  secured  by  purchase 
money  mortgage  upon  the  property  released,  or  (3)  any  other 
property  which  could  be  made  the  basis  of  an  issue  of  bonds 
under  Section  5 of  Article  I hereof;  such  consideration  to  be 
set  out  in  reasonable  detail  in  such  certificate; 

3.  Any  money  or  obligations  stated  in  said  certificate  to  have 
been  received  or  contracted  for  in  consideration  for  any  such  release ; 
and  if  real  estate  or  other  property  is  included  in  the  considera- 
tion for  such  release,  deeds  or  other  instruments  of  conveyance, 
assignment  or  transfer  sufficient,  in  the  opinion  of  counsel  herein- 
after referred  to,  to  subject  the  same  to  the  lien  of  this  Indenture; 

4.  An  opinion  of  counsel  (who  may  be  of  counsel  to  the  Com- 
pany) appointed  by  the  Board  of  Directors  of  the  Company  and 
approved  by  the  Trustee,  to  the  effect  that  any  obligations  included 
in  the  consideration  for  such  release  are,  in  his  or  their  opinion, 
valid  obligations,  and  that  any  purchase  money  mortgage  securing 
the  same  is  sufficient  to  afford  a first  lien  upon  the  property  to  be 
released,  and  that  any  deeds  or  other  instruments  of  conveyance, 
assignment  or  transfer  covering  any  property  included  in  the  con- 
sideration for  such  release,  are  sufficient  to  subject  the  same  to  the 
lien  of  this  Indenture,  free  from  any  liens  prior  hereto  except  taxes 


51 


for  the  then  current  year;  or  an  opinion  of  such  counsel  to  the 
effect  that  no  instruments  of  conveyance,  assignment  or  transfer 
are  necessary  to  vest  in  the  Company  the  consideration  received  for 
such  release,  or  to  subject  the  same  to  the  lien  of  this  Indenture. 

The  resolutions  and  certificates,  and  the  instruments  and  opinions 
hereinbefore  provided  for,  shall  be  full  authority  and  protection  to  the 
Trustee  for  making  any  such  release;  but  before  making  any  such  release 
the  Trustee  may,  in  its  discretion,  and  shall,  if  requested  in  writing  so  to 
do  by  the  holders  of  not  less  than  five  per  cent,  in  amount  of  the  oustand- 
ing  bonds  and  furnished  with  security  and  indemnity  satisfactory  to  it, 
cause  to  be  made  such  independent  investigation  as  it  may  see  fit,  and, 
in  that  event  may  decline  to  take  action  unless  satisfied  by  such  inves- 
tigation of  the  truth  and  accuracy  of  the  matters  so  investigated.  The 
expense  of  any  such  investigation  shall  be  paid  by  the  Company,  or  if 
paid  by  the  Trustee,  shall  be  repaid  by  the  Company  upon  demand,  with 
interest  after  demand  at  the  rate  of  six  per  cent,  per  annum. 

Any  new  property  acquired  by  the  Company  by  exchange  or  pur- 
chase, to  take  the  place  of  any  property  released  hereunder,  shall  forth- 
with and  without  further  conveyance  become  subject  to  the  lien  of  and 
be  covered  by  this  Indenture;  but  if  requested  by  the  Trustee  the  Com- 
pany shall  convey  the  same  to  the  Trustee  by  proper  deeds  upon  the 
trusts  and  for  the  purposes  of  this  Indenture. 

Section  3.  In  case  the  mortgaged  property  shall  be  in  the  possession 
of  a receiver,  lawfully  appointed,  the  powers  hereinbefore  conferred 
upon  the  Company  with  respect  to  the  sale  or  other  disposition  of  prop- 
erty covered  hereby  may  be  exercised  by  such  receiver  with  the  consent 
of  the  Trustee  but  not  otherwise;  and  if  the  Trustee  shall  be  in  posses- 
sion of  the  mortgaged  property  under  any  provision  of  this  Indenture, 
then  such  powers  may  be  exercised  by  the  Trustee  in  its  discretion. 

No  purchaser  in  good  faith  of  property  purporting  to  be  released 
hereunder  shall  be  bound  to  ascertain  the  authority  of  the  Trustee  to 
execute  the  release,  or  to  inquire  as  to  any  facts  required  by  the  pro- 


1 


U,  OF  ILL  UB 


52 


visions  hereof  for  the  exercise  of  such  authority ; nor  shall  any  purchaser 
of  machinery  or  equipment  be  under  obligation  to  ascertain  or  inquire 
into  the  occurrence  of  the  event  on  which  any  such  sale  is  hereby 
authorized. 


ARTICLE  V. 

Application  of  Money  Received  ry  the  Trustee. 

All  obligations  received  by  the  Trustee  under  the  provisions  of  Sec- 
tion 2 of  Article  IV  of  this  Indenture  shall  be  held  and  collected  by  the 
Trustee,  which  shall,  however,  be  under  no  liability  or  accountability 
whatsoever  for  the  collection  thereof  (interest  as  received  thereon  mean- 
while to  be  paid  over  to  the  Company,  not  being  then  in  default  hereunder 
to  the  knowledge  of  the  Trustee). 

All  moneys  received  by  the  Trustee  as  principal  of  such  obligations 
or  as  proceeds  of  released  property  or  of  property  taken  by  the  power 
of  eminent  domain  or  as  insurance  money  shall  be  held  by  the  Trustee 
and  shall  be  paid  over  from  time  to  time  by  the  Trustee  to  or  upon 
the  order  of  the  Treasurer  of  the  Company  to  reimburse  the  Company 
for  cash  expended  by  it  since  the  execution  and  delivery  of  this  Indenture 
(and  whether  prior  or  subsequent  to  the  receipt  of  such  money  by  the 
Trustee,  or  the  release  or  taking  of  property,  proceeds  of  which  make 
up  or  are  included  in  such  money)  (1)  for  the  construction,  purchase 
or  acquisition  of  permanent  improvements,  extensions  or  additions  to 
its  property  such  as  might  have  been  made  the  basis  of  an  application 
for  additional  bonds  under  the  provisions  of  Section  4 of  Article  I of  this 
Indenture,  or,  (2)  for  the  replacement  of  property  destroyed  by  fire 
(to  the  extent  that  insurance  moneys  arising  from  such  loss  are  in  the 
hands  of  the  Trustee).  Such  payments  shall  be  made  by  the  Trustee 
upon  receipt  by  it  of : 

(A)  A copy  of  a resolution  certified  to  have  been  adopted  by  the 
Hoard  of  Directors  of  the  Company  stating  the  actual  cash  cost  to  the 
Company  of  the  permanent  improvements,  extensions  and  additions  (or 


53 


replacements  of  property  destroyed  by  fire)  described  in  the  certificate 
next  hereinafter  mentioned  and  requesting  reimbursements  of  such  cash 
expenditures. 

(B)  A certificate  signed  by  the  President  or  a Vice-President  of  the 
Company  and  by  an  Engineer  appointed  by  its  Board  of  Directors  and 
approved  by  the  Trustee  stating 

(a)  that  the  Company  has  made  certain  permanent  improvements, 
extensions  or  additions  to  its  property  (describing  the  same  with  rea- 
sonable detail),  or  has  made  certain  replacements  of  property  destroyed 
by  fire  (describing  the  same  with  reasonable  detail)  and  that  the  same 
are  desirable  in  the  profitable  conduct  of  the  Company’s  business ; 

(b)  that  the  Company  has  actually  expended  on  the  same  the 
amount  specified  in  the  resolution  last  above  mentioned  as  the  cash  cost 
thereof,  and  that  the  amount  so  expended  was  not,  in  the  signers’  opinion, 
in  excess  of  the  fair  value  to  the  Company  of  such  permanent  improve- 
ments, extensions  or  additions  or  of  such  replacements;  said  certificate 
shall  further  distinctly  specify  whether  any  of  such  expenditures,  and 
if  so  what  portion,  were  expended  to  replace  property  destroyed  by  fire. 

(c)  that  no  part  of  such  cash  cost  has  been  included  in  any  previous 
certificate  made  under  the  provisions  of  this  Article  V or  of  Section  4 
of  Article  I of  this  Indenture,  or  represents  compliance  with  the  require- 
ments of  Section  14  of  Article  I of  this  Indenture. 

( d ) that  the  Company  is  not,  to  the  knowledge  of  the  signers,  in 
default  in  any  of  the  terms,  covenants  or  conditions  of  this  Indenture. 

(C)  Such  instruments  of  conveyance,  assignment  and  transfer  as 
may  be  necessary  in  the  opinion  of  counsel  (who  may  be  of  counsel  to  the 
Company),  appointed  by  the  Board  of  Directors  of  the  Company  and 
approved  by  the  Trustee,  to  vest  in  the  Trustee  to  hold  as  part  of  the 
mortgaged  property  hereunder  all  the  right,  title  and  interest  of  the 
Company,  in  and  to  such  permanent  improvements,  extensions  or  addi- 


54 


tions  or  the  opinion  of  counsel  that  no  such  instruments  are  necessary 
for  such  purposes  and  also  the  opinion  of  such  counsel  that  the  Company 
has  absolute  title  to  such  permanent  improvements,  extensions  or  addi- 
tions subject  to  no  lien  or  incumbrance  prior  to  the  lien  of  this  Inden- 
ture except  taxes  for  the  then  current  year. 

The  resolutions  and  certificates,  and  the  instruments  and  opinions 
hereinbefore  in  this  Article  provided  for,  shall  be  full  authority  and  pro- 
tection to  the  Trustee  for  the  payment  of  any  moneys  as  requested  therein ; 
but  before  making  any  such  payment  the  Trustee  may,  in  its  discretion, 
cause  to  be  made  such  independent  investigation  as  it  may  see  fit,  and  may 
decline  to  take  action  unless  satisfied  by  such  investigation  of  the  truth 
and  accuracy  of  the  matters  so  investigated.  The  expense  of  any  such 
investigation  shall  be  paid  by  the  Company,  or,  if  paid  by  the  Trustee, 
shall  be  repaid  by  the  Company  upon  demand,  with  interest  after 
demand  at  the  rate  of  six  per  cent,  per  annum. 

Any  such  moneys  in  the  hands  of  the  Trustee,  and  not  theretofore 
paid  over  or  requested  to  be  paid  over  to  reimburse  the  Company  as 
aforesaid  shall,  on  the  election  and  in  accordance  with  the  request  of 
the  Company  evidenced  by  a copy  of  a resolution  certified  to  have  been 
adopted  by  its  Board  of  Directors,  be  applied  by  the  Trustee  to  the  pur- 
chase of  bonds  issued  and  outstanding  hereunder  at  not  exceeding  their 
redemption  price  or  to  the  redemption  of  bonds  under  and  in  accordance 
with  the  provisions  of  Article  III  of  this  Indenture. 

Before  making  any  purchase  of  bonds  the  Trustee  shall  by  notice 
published  once  a week  for  four  successive  weeks  in  one  daily  newspaper 
published  in  the  City  of  New  York,  advertise  for  written  proposals  to 
sell  bonds  to  it;  and  the  Trustee  to  the  extent  of  the  funds  then  in  its 
hands  and  requested  by  the  Company  to  be  so  applied,  shall  purchase 
the  bonds  so  offered  at  the  lowest  price  asked  therefor,  and  reasonable 
notice  shall  be  given  by  the  Trustee  to  the  owner  or  owners  of  the  bonds 
whose  proposals  may  be  accepted.  Should  there  be  two  or  more  pro- 
posals at  the  same  price  aggregating  more  than  the  amount  which  the 
Trustee  has  available  for  investment  after  having  accepted  all  proposals 


55 


at  the  lowest  price,  such  proposals  shall  be  accepted  ratably,  provided, 
however,  that  no  proposal  shall  be  accepted  by  the  Trustee  at  prices  in 
excess  of  the  redemption  price;  and  provided  further  that  the  Trustee 
shall  have  the  right  to  reject  any  or  all  proposals  in  whole  or  in  part, 
if  it  can  at  the  time  of  opening  said  proposals  purchase  the  requisite 
amount  of  said  bonds  or  any  part  thereof  at  a lower  price  than  the  lowest 
price  offered  by  the  said  proposals. 

In  the  event  that  the  Company  shall  permit  any  money  received 
under  the  terms  of  this  article  to  remain  in  the  hands  of  the  Trustee 
for  more  than  two  years,  the  Trustee  may  in  its  discretion  purchase  bonds 
as  herein  provided  without  request  by  the  Company. 


ARTICLE  VI. 

Maintenance  and  Improvement  Fund. 

The  Company  covenants  and  agrees  that  it  will,  in  the  twelve  months’ 
period  ending  upon  the  30th  day  of  June,  1917,  and  in  each  twelve  months’ 
period  ending  June  30th  thereafter  during  the  existence  of  this  trust, 
set  aside  as  a Maintenance  and  Improvement  Fund,  a sum  equal  to  nine 
per  cent.  (9%)  of  its  gross  earnings  derived  from  the  operation  of  the 
mortgaged  property  for  said  period.  Four-ninths  of  the  amount  so  to  be 
set  aside  shall,  annually,  be  charged  to  and  included  in  the  operating 
expenses  of  the  Company  for  all  the  purposes  of  this  Indenture.  All 
expenditures  made  by  the  Company  during  each  of  said  years  for  repairs, 
renewals,  maintenance  and  replacements,  shall,  at  the  end  of  each  month, 
be  charged  to  the  fund  established  as  aforesaid.  In  case  the  sums  so 
charged  in  any  twelve  months’  period  shall  not,  at  the  end  thereof,  have 
amounted  in  the  aggregate  to  nine  per  cent.  (9%)  of  the  gross  earnings 
of  the  Company  for  such  period,  the  Company  shall,  within  ninety  (90) 
days  from  the  expiration  of  such  period,  deposit  in  cash  with  the  Trustee, 
as  and  for  an  improvement  reserve,  a sum  equal  to  the  excess  of  said 
nine  per  cent.  (9%)  of  the  gross  earnings  for  such  period  over  and  above 
the  amount  actually  expended  and  charged  by  the  Company  as  aforesaid. 


56 


The  Company  shall,  within  said  ninety  (90)  days  render  to  the  Trustee  a 
statement  of  its  gross  earnings  and  of  the  amounts  expended  by  it  as 
aforesaid  signed  by  its  President  or  Vice  President,  and  Treasurer  or 
Assistant  Treasurer,  and  the  excess  of  the  percentage  above  provided  for, 
over  said  expenditures,  as  shown  by  said  statement,  shall  be  the  amount 
to  be  deposited  with  the  Trustee.  Any  indebtedness  incurred  by  the 
Company  prior  to  the  end  of  the  twelve  months’  period  for  repairs, 
renewals,  maintenance  and  replacements  may  be  included  as  an  expendi- 
ture during  said  period,  provided  the  work  covered  thereby  be  actually 
done,  but  payments  of  such  indebtedness  thereafter  made  shall  not,  in  that 
event,  be  charged  to  said  fund  upon  any  statement  or  certificate  made  or 
rendered  under  any  of  the  provisions  of  this  Indenture. 

Provided,  hoAvever,  (1)  that  if  in  any  such  twelve  months’  period  the 
Company  shall  expend  and  set  aside  for  the  purposes  hereinbefore  in  this 
Article  set  forth  any  sum  in  excess  of  the  amount  herein  covenanted  to  be 
so  expended  or  set  aside,  the  amount  of  such  excess  shall  be  credited  to 
the  Company  on  account  of  its  covenant  with  respect  to  any  succeeding 
periods  within  a period  of  three  years  then  next  ensuing;  and  (2)  in  lieu 
of  deposit  of  cash  with  the  Trustee,  the  Company  may  deliver  to  the 
Trustee  a statement  signed  by  its  President  or  a Vice  President,  and  its 
Treasurer  or  an  Assistant  Treasurer,  setting  forth  that  the  Company  has 
actually  expended  during  the  last  twelve  months’  period  an  amount  of 
cash,  to  be  therein  stated,  for  the  construction  or  acquisition  of  perma- 
nent improvements,  extensions  or  additions  to  or  about  its  plants  or 
property,  describing  the  same  in  reasonable  detail,  which  statement  shall 
thereupon  be  accepted  pro  tanto  by  the  Trustee  as  the  equivalent  of  a 
cash  payment  to  the  amount  so  set  forth. 

All  amounts  paid  to  the  Trustee  under  the  provisions  of  this  Article 
shall  be  held  by  the  Trustee  as  a separate  fund  not  subject  to  the  provi- 
sions of  Article  IV  or  of  Article  V of  this  Indenture,  and  shall  from  time 
to  time  be  paid  over  by  the  Trustee  to  the  Company  as  may  be  requested 
and  directed  by  resolution  certified  under  seal  of  the  Company  by  its 
Secretary  or  an  Assistant  Secretary  to  have  been  adopted  by  its  Board 


57 


of  Directors  to  reimburse  the  Company  for  moneys  actually  expended  by 
it,  subsequent  to  the  date  of  this  Indenture,  for  the  construction  of  perma- 
nent improvements,  extensions  or  additions  to  or  about  its  plants  or 
property,  or  for  any  amount  actually  expended  by  it  during  the  twelve 
months’  period  then  last  past  for  repairs,  renewals,  maintenance  or 
replacements  in  excess  of  the  amount  covenanted  by  it  to  be  expended  or 
set  aside  for  such  purposes  during  such  period. 

Provided,  however,  that  the  Company  hereby  covenants,  that  no 
bonds  shall  be  issued  under  any  of  the  provisions  of  this  Indenture,  to 
reimburse  the  Company  for  any  part  of  any  expenditures  which  shall  have 
been  reimbursed  to  it  at  any  time  by  the  Trustee  under  the  provisions  of 
this  Article  VI  of  this  Indenture  or  which  shall  have  been  reported  in  lieu 
of  cash  to  the  Trustee  under  the  provisions  of  this  Article. 

In  the  event  that  at  any  time  the  Board  of  Directors  of  the  Company 
deems  that  the  accumulation  of  cash  in  the  hands  of  the  Trustee  under  the 
provisions  of  this  Article  VI  of  this  Indenture,  is  in  excess  of  the  amount 
then  reasonably  required  for  the  purposes  in  this  Article  VI  specified,  the 
Board  of  Directors  may,  by  resolution,  direct  the  Trustee  to  apply  all  or 
any  part  of  any  fund  then  held  by  it  under  the  provisions  of  this  Article 
VI  to  the  purchase  or  redemption  of  bonds  then  outstanding  hereunder  in 
accordance  with  the  provisions  of  Article  V of  this  Indenture. 

All  amounts  required  by  State  laws  or  by  any  public  service  commis- 
sion or  similar  body,  to  be  set  aside  from  earnings  or  surplus  for  sinking 
funds  or  reserves  for  depreciation  or  renewals,  shall  be  applied  and  con- 
sidered as  a part  of  the  fund  to  be  set  aside  under  the  provisions  of  this 
Article,  so  that  a double  charge  shall  not  be  made  for  this  purpose. 

ARTICLE  VII. 

Remedies  Upon  Default. 

Section  1.  If  default  shall  be  made  in  the  payment  of  the  principal 
of  or  any  interest  on  any  bond  or  note  hereby  secured,  and  such  default 
shall  continue  for  ninety  days,  or  if  default  shall  be  made  hereunder  by 


58 


tlie  Company  in  the  observance  or  performance  of  any  other  of  the 
covenants,  agreements  or  conditions  on  its  part  in  this  Indenture  con- 
tained and  such  default  shall  continue  for  ninety  days  after  written 
notice  to  the  Company  by  the  Trustee  or  by  any  holder  of  the  bonds  or 
notes  hereby  secured  and  then  outstanding,  then  (a)  upon  the  election 
of  the  Trustee,  or  (b)  upon  the  election  of  the  holders  of  twenty-five  per 
cent,  in  interest  of  the  bonds  hereby  secured  and  then  outstanding,  evi- 
denced by  an  instrument  or  instruments  in  writing,  signed  by  them  and 
delivered  to  the  Trustee,  the  entire  principal  sum  secured  hereby  and  the 
interest  accrued  thereon  shall  become  and  be  immdiately  due  and 
payable;  subject,  however,  to  the  right  of  a majority  in  interest  of  the 
holders  of  the  bonds  then  outstanding  to  annul  such  election  and  destroy 
its  effects  or  to  waive  any  default  hereunder  at  any  time  before  any  sale, 
hereunder,  by  written  notice  to  the  Company  and  the  Trustee,  if,  before 
any  such  sale,  all  agreements  with  respect  to  which  default  shall  have 
been  made  shall  be  fully  performed,  and  all  arrears  of  interest  upon  all 
bonds  and  notes  secured  hereby  and  the  principal  of  any  bonds  and  notes 
which  have  matured  in  due  course  by  their  terms  and  the  reasonable 
charges  and  expenses  of  the  Trustee,  its  agents  and  attorneys  and  all 
other  indebtedness  secured  hereby,  except  the  principal  of  bonds  and 
notes  whose  date  of  maturity  as  specified  on  their  face  has  not  yet  arrived 
and  interest  accrued  since  the  last  interest  day,  shall  be  paid,  or  the 
amount  thereof  shall  be  paid  to  the  Trustee  for  the  benefit  of  those 
entitled  thereto. 

Section  2.  If  (1)  default  shall  be  made  in  the  payment  of  any 
interest  on  any  bond  or  note  hereby  secured,  and  such  default  shall 
continue  for  ninety  days,  or  (2)  default  shall  be  made  in  the  payment  of 
any  principal  hereby  secured,  or  (3)  default  shall  be  made  hereunder 
by  the  Company  in  the  observance  or  performance  of  any  other  of  the 
covenants,  agreements  or  conditions  on  its  part  in  this  Indenture  con- 
tained, and  such  default  shall  continue  for  ninety  days  after  written 
notice  to  the  Company  by  the  Trustee  or  by  any  holder  of  the  bonds  or 


59 


notes  hereby  secured  and  then  outstanding,  the  Company,  upon  demand 
of  the  Trustee,  shall  forthwith  surrender  to  the  Trustee  the  actual  pos- 
session of,  and  it  shall  be  lawful  for  the  Trustee,  by  such  officer  or 
agent  as  it  may  appoint,  to  take  possession  of  all  the  property  hereby 
conveyed  or  intended  to  be  (with  the  books,  papers  and  accounts  of  the 
Company),  and  to  hold,  operate  and  manage  the  same,  and  from  time 
to  time  make  all  needful  repairs,  and  such  alterations,  additions, 
advances  and  improvements  as  to  it  shall  seem  wise;  and  to  receive  the 
rents,  income,  issues  and  profits  thereof,  and  out  of  the  same  to  pay 
all  proper  costs  and  expenses  of  so  taking,  holding  and  managing  the 
same,  including  reasonable  compensation  to  the  Trustee,  its  agents  and 
counsel,  and  any  charges  of  the  Trustee,  and  any  taxes  and  assessments 
and  other  charges  prior  to  the  lien  of  these  presents  which  the  Trustee 
may  deem  it  wise  to  pay,  and  all  expenses  of  such  repairs,  alterations, 
additions  and  improvements,  and  to  apply  the  remainder  of  the  moneys 
so  received  by  it,  first,  to  the  payment  of  the  overdue  interest  coupons 
on  the  outstanding  bonds,  in  the  order  of  their  maturity,  with  interest 
after  maturity  at  the  same  rate  borne  by  the  principal  of  the  said  bonds 
respectively  according  to  their  terms  (save  and  except  as  otherwise 
provided  with  regard  to  extended  and  pledged  coupons  in  Section  2 of 
Article  II  of  this  Indenture)  ; and  thereafter,  if  the  principal  of  said 
bonds  is  due,  to  the  payment  of  said  principal  and  accrued  interest 
thereon  pro  rata  without  any  preference  or  priority  whatever,  or,  if  no 
principal  of  said  bonds  be  due,  or  after  such  principal,  if  any  be  due, 
has  been  paid  with  accrued  interest,  then  to  the  payment  of  any  overdue 
interest  on  the  notes  outstanding  hereunder  in  the  order  of  its  maturity ; 
and  thereafter,  if  the  principal  of  said  notes  is  due,  to  the  payment  of 
said  principal  and  the  accrued  interest  thereon  pro  rata  without  any 
preference  or  priority  whatsoever.  Whenever  all  that  is  due  upon  said 
bonds  and  notes,  and  under  any  of  the  terms  of  this  Indenture  shall  have 
been  paid  and  all  defaults  made  good,  the  Trustee  shall  surrender  pos- 
session to  the  Company,  its  successors  or  assigns.  The  same  right  of 
entry,  however,  shall  exist  upon  any  subsequent  default. 


60 


Section  3.  If  (1)  default  shall  be  made  in  the  payment  of  any 
interest  on  any  bond  or  note  hereby  secured,  and  such  default  shall  con- 
tinue for  ninety  days,  or  (2)  default  shall  be  made  in  the  payment  of  any 
principal  hereby  secured,  or  (3)  default  shall  be  made  hereunder  by  the 
Company  in  the  observance  or  performance  of  any  other  of  the 
covenants,  agreements  or  conditions  on  its  part  in  this  Indenture  con- 
tained, and  such  default  shall  continue  for  ninety  days  after  written 
notice  to  the  Company  by  the  Trustee  or  by  any  holder  of  the  bonds  or 
notes  hereby  secured  and  then  outstanding,  it  shall  be  lawful  for  the 
Trustee,  by  such  officer  or  agent  as  it  may  appoint,  with  or  without  entry, 
to  sell  all  the  property  and  appurtenances  hereby  conveyed  or  intended 
to  be,  or  which  may  be  covered  hereby  or  in  any  manner  may  be  subject 
to  this  Indenture,  as  an  entirety,  or  in  such  parcels  as  the  holders  of  a 
majority  in  amount  of  the  bonds  secured  hereby  shall,  in  writing,  request, 
or  in  the  absence  of  such  request,  as  the  Trustee  may  determine,  at  public 
auction,  at  some  convenient  place  in  the  City  of  East  St.  Louis,  Illinois, 
having  first  given  notice  of  such  sale  by  publication  in  at  least  one  daily 
newspaper  published  in  the  City  of  East  St.  Louis,  Illinois,  at  least  once 
a week  for  four  successive  weeks  next  preceding  such  sale,  and  by  like 
publication  in  at  least  one  daily  newspaper  published  in  the  Cities  of  New 
York  and  Chicago,  and  any  other  notice  which  may  be  required  by  law, 
and  from  time  to  time  to  adjourn  such  sale  in  its  discretion  by  announce- 
ment at  the  time  and  place  appointed  for  such  sale  or  for  such  adjourned 
sale  or  sales  without  further  notice  except  such  as  may  be  required  by 
law,  and  upon  such  sale  to  make  and  deliver  to  the  purchaser  or  pur- 
chasers a good  and  sufficient  deed  or  deeds  for  the  same,  which  sale,  as 
likewise  any  sale  made  under  this  Indenture  by  virtue  of  any  judicial 
proceedings,  shall  be  a perpetual  bar,  both  in  law  and  in  equity,  against 
the  Company,  and  all  persons  and  corporations  lawfully  claiming  or  to 
claim  by,  through  or  under  it. 

Section  4.  In  case  of  the  breach  of  any  of  the  covenants  or  condi- 
tions of  this  Indenture,  the  Trustee  shall  have  the  right  and  power  to 


61 


take  appropriate  judicial  proceedings  for  the  protection  and  enforce- 
ment of  its  rights  and  the  rights  of  the  bond  and  note  holders  hereunder. 
If  (1)  default  shall  be  made  in  the  payment  of  any  interest  on  any  bond 
or  note  hereby  secured  and  such  default  shall  continue  for  ninety  days,  or 
(2)  default  shall  be  made  in  the  payment  of  any  principal  hereby  secured, 
or  (3)  default  shall  be  made  hereunder  by  the  Company  in  the  observance 
or  performance  of  any  other  of  the  covenants,  agreements  or  conditions 
on  its  part  in  this  Indenture  contained,  and  such  default  shall  continue 
for  ninety  days  after  written  notice  to  the  Company  by  the  Trustee  or  by 
the  holder  of  any  of  the  bonds  or  notes  hereby  secured  and  then  outstand- 
ing, the  Trustee  may,  either  after  entry,  as  hereinbefore  provided,  or  other 
entry,  or  without  entry,  proceed  by  suit  or  suits  at  law  or  in  equity  or  by 
any  other  appropriate  remedy,  to  enforce  payment  of  the  bonds  and  notes 
hereby  secured  and  to  foreclose  this  mortgage  and  to  sell  the  mortgaged 
premises  and  all  property  covered  by  this  Indenture  under  the  judgment 
or  decree  of  a court  or  courts  of  competent  jurisdiction,  and  it  shall  be 
obligatory  upon  the  Trustee  to  take  action  either  by  such  proceedings  or 
by  the  exercise  of  its  powers  with  respect  to  entry  or  sale  as  it  may  deter- 
mine, upon  being  requested  so  to  do  by  the  holders  of  twenty-five  per 
cent,  in  interest  of  the  bonds  and  notes  hereby  secured  and  then  outstand- 
ing, and  upon  being  indemnified  as  hereinafter  provided,  in  any  case  of 
default  which  shall  occur  and  shall  have  continued  as  hereinbefore 
specified  in  this  Section.  No  bondholder  or  bondholders  or  noteholder  or 
noteholders  shall  be  entitled  to  take  any  proceedings  hereunder  or  upon 
or  in  respect  of  any  of  the  bonds  and  coupons  or  notes  hereby  secured 
except  in  case  of  refusal  or  neglect  of  the  Trustee  to  act  after  such  con- 
tinued breach  and  such  request  and  tender  of  indemnity  as  aforesaid. 

No  remedy  by  the  terms  of  this  Indenture  conferred  upon  or  reserved 
to  the  Trustee  or  to  the  bondholders  or  noteholders  is  intended  to  be 
exclusive  of  any  other  remedy,  but  each  and  every  such  remedy  shall  be 
cumulative  and  shall  be  in  addition  to  any  other  remedy  given  hereunder 
or  now  or  hereafter  existing  at  law  or  in  equity  or  by  statute. 


62 


Section  5.  Anything  in  this  Indenture  to  the  contrary  notwith- 
standing, the  holders  of  a majority  in  amount  of  the  bonds  hereby  secured 
and  then  outstanding,  from  time  to  time,  shall  have  the  right,  by  an 
instrument  in  writing  executed  and  delivered  to  the  Trustee,  to  direct 
the  method  and  place  of  conducting  all  proceedings  to  be  taken  for  any 
sale  of  the  mortgaged  property,  or  for  the  foreclosure  of  this  Indenture, 
or  for  the  appointment  of  a receiver,  or  any  other  proceedings  hereunder ; 
provided  that  such  direction  shall  not  be  otherwise  than  in  accordance 
with  the  provisions  hereof. 

Section  6.  In  case  of  a default  hereunder  of  the  character  specified 
in  Section  2 of  this  Article  VII  and  its  continuance  for  the  period,  if  any, 
therein  provided,  and  upon  the  filing  of  a bill  in  equity,  or  other  com- 
mencement  of  judicial  proceedings  to  enforce  the  rights  of  the  Trustee 
and  of  the  security  holders,  the  Trustee,  as  a matter  of  right,  shall  be 
entitled  to  the  appointment  of  a receiver  of  the  property  hereby  mort- 
gaged, and  of  the  income,  rents,  issues  and  profits  thereof,  pending  such 
proceedings,  with  such  powers  as  the  court  making  such  appointment 
shall  confer. 

Section  7.  Upon  any  sale  being  made  either  under  the  power  of  sale 
hereby  given  or  under  judgment  or  decree  in  any  judicial  proceedings 
for  foreclosure  or  otherwise  for  the  enforcement  of  this  Indenture,  the 
principal  of  all  bonds  and  notes  then  outstanding  and  secured  hereby, 
if  not  previously  due,  shall  at  once  become  and  be  due  and  payable. 

Section  8.  Upon  any  such  sale,  whether  made  under  the  power  of 
sale  hereby  given  or  under  judgment  or  decree  of  court  or  otherwise,  any 
bondholder  or  bondholders  or  noteholder  or  noteholders  or  the  Trustee 
may  bid  for  and  purchase  the  mortgaged  property,  and  upon  compliance 
with  the  terms  of  sale,  may  hold,  retain  and  possess  and  dispose  of  such 
property  in  their  own  absolute  right  without  further  accountability ; and 
any  purchaser  at  any  such  sale  may,  in  paying  purchase  money,  turn 
in  any  of  said  bonds  and  coupons  and  notes  hereby  secured  in  lieu  of  cash 


63 


to  the  amount  which  shall,  upon  distribution  of  the  net  proceeds  of 
such  sale,  be  payable  thereon,  subject,  however,  to  the  provisions  with 
respect  to  extended  and  pledged  coupons  contained  in  Section  2 of  Article 
II  of  this  Indenture.  Said  bonds  and  coupons  and  notes,  in  case  the 
amount  so  payable  thereon  shall  be  less  than  the  amount  due  thereon, 
shall  be  returned  to  the  holders  thereof  after  being  properly  stamped 
to  show  partial  payment. 

The  receipt  of  the  Trustee  on  any  sale  made  under  the  power  herein 
conferred  or  of  the  officer  making  a sale  under  judicial  proceedings  shall 
be  a sufficient  discharge  to  the  purchaser  or  purchasers  at  any  sale  for 
his  or  their  purchase  money,  and  such  purchaser  or  purchasers, 
his  or  their  assigns  or  personal  representatives,  shall  not,  after  paying 
such  purchase  money  and  receiving  such  receipt  of  the  Trustee  or  of 
such  officer  therefor,  be  obliged  to  see  to  the  application  of  such  purchase 
money,  or  be  in  anywise  answerable  for  any  loss,  misapplication  or  non- 
application thereof. 

Section  9.  The  proceeds  of  any  such  sale,  whether  made  under  the 
power  of  sale  hereby  given  or  under  judgment  or  decree  of  Court  or 
otherwise,  together  with  any  other  sums  which  may  then  be  held  by  the 
Trustee  under  any  of  the  provisions  of  this  Indenture  as  part  of  the  trust 
estate,  or  the  proceeds  thereof,  shall  be  applied  as  follows : 

First:  To  the  payment  of  all  taxes,  assessments  or  liens  prior  to  the 
lien  of  this  Indenture,  except  those  subject  to  which  such  sale  shall 
have  been  made,  and  of  all  costs  and  expenses  of  such  sale,  including  a 
reasonable  compensation  to  the  Trustee,  its  agents  and  attorneys,  and 
of  all  other  sums  payable  to  the  Trustee  hereunder  by  reason  of  any 
expenses,  liabilities  or  advances  made  by  it. 

Second:  To  the  payment  of  the  whole  amount  then  owing  and  unpaid 
upon  the  bonds  hereby  secured  for  principal  and  interest,  with  interest 
on  the  overdue  instalments  of  interest,  at  the  same  rate  borne  by  the 
principal  of  the  said  bonds  respectively  according  to  their  terms,  and 
in  case  such  proceeds  shall  be  insufficient  to  pay  in  full  the  whole 


64 


amount  so  due  and  unpaid,  then  to  the  payment  of  such  principal  and 
interest  ratably,  without  preference  or  priority  of  principal  over  interest, 
or  of  interest  over  principal,  or  of  any  instalment  of  interest  over  any 
other  instalment  of  interest  (save  and  except,  however,  as  otherwise  pro- 
vided with  regard  to  extended  and  pledged  coupons  in  Section  2 of  Article 
II  of  this  Indenture). 

Third:  To  the  payment  of  the  whole  amount  then  owing  and  unpaid 
upon  the  notes  hereby  secured  for  principal  and  interest,  with  interest 
at  the  rate  of  five  per  cent,  per  annum  on  the  overdue  instalments  of 
interest,  and  in  case  such  proceeds  shall  be  insufficient  to  pay  in  full 
the  whole  amount  so  due  and  unpaid,  then  to  the  payment  of  such  prin- 
cipal and  interest  ratably,  without  preference  or  priority  of  principal  over 
interest,  or  of  interest  over  principal,  or  of  any  instalment  of  interest  over 
any  other  instalment  of  interest. 

Fourth:  Any  surplus  then  remaining  to  the  Company,  its  successors 
or  assigns,  or  to  whosoever  may  be  lawfully  entitled  to  receive  the  same. 

Section  10.  In  case  of  a default  on  its  part,  as  aforesaid,  neither 
the  Company  nor  any  one  claiming  through  or  under  it  shall  or  will 
set  up,  claim  or  seek  to  take  advantage  of  any  appraisement,  valuation, 
stay,  extension  or  redemption  laws  now  or  hereafter  in  force  in  any 
locality  where  any  property  subject  to  the  lien  hereof  may  be  situated, 
in  order  to  prevent  or  hinder  the  enforcement  or  foreclosure  of  this 
Indenture,  or  the  absolute  sale  of  the  property  hereby  conveyed,  or  the 
final  and  absolute  putting  into  possession  thereof,  immediately  after 
such  sale,  of  the  purchaser  or  purchasers  thereat,  and  the  Company,  for 
itself  and  all  who  may  claim  through  or  under  it  hereby  waives  the 
benefit  of  all  such  laws,  and  further  waives  any  and  all  right  to  have 
the  estates  comprised  in  the  security  intended  to  be  created  hereby 
marshaled  upon  any  foreclosure  of  the  lien  hereof  and  agrees  that  the 
Trustee  or  any  court  having  jurisdiction  to  foreclose  such  lien  may  sell 
the  mortgaged  property  as  an  entirety. 


65 


Section  11.  No  waiver  of  any  default  hereunder,  whether  by  the 
Trustee  or  the  bondholders  or  noteholders,  shall  extend  to  or  shall  affect 
any  subsequent  default  or  shall  impair  any  rights  or  remedies  consequent 
thereon. 

Section  12.  In  case  the  Trustee  shall  have  proceeded  to  enforce  any 
right  under  this  Indenture  by  foreclosure,  entry  or  otherwise,  and  such 
proceedings  shall  have  been  discontinued  or  abandoned  for  any  reason, 
or  shall  have  been  determined  adversely  to  the  Trustee,  then  and  in 
every  such  case  the  Company  and  the  Trustee  shall  be  restored  to  their 
former  positions  and  rights  hereunder  with  respect  to  the  mortgaged 
property,  and  all  rights,  remedies  and  powers  of  the  Trustee  shall  con- 
tinue as  if  no  such  proceedings  had  been  taken. 

Section  13.  No  delay  or  omission  of  the  Trustee,  or  of  any  holders 
of  bonds  or  notes  hereby  secured,  to  exercise  any  right  or  power  accruing 
upon  any  default  shall  impair  any  such  right  or  power  or  shall  be  con- 
strued to  be  a waiver  of  any  such  default,  or  acquiescence  therein;  and 
every  power  and  remedy  given  by  this  Indenture  to  the  Trustee,  or  to  the 
bondholders  or  the  noteholders,  may  be  exercised,  from  time  to  time  and 
as  often  as  may  be  deemed  expedient  by  the  Trustee,  or  by  the  bond- 
holders or  noteholders. 


ARTICLE  VIII. 

Evidence  of  Rights  of  Bondholders. 

Any  request  or  other  instrument,  which  this  Indenture  may  require 
or  permit  to  be  signed  and  executed  by  the  bondholders  or  by  the  note- 
holders, may  be  in  any  number  of  concurrent  instruments  of  similar 
tenor,  and  may  be  signed  or  executed  by  such  bondholders  or  noteholders 
in  person  or  by  attorney  appointed  in  writing.  Proof  of  the  execution 
of  any  such  request  or  other  instrument,  or  of  a writing  appointing  any 
such  agent,  or  of  the  holding  by  any  person  of  the  bonds  or  coupons 


66 


appertaining  thereto  or  the  notes,  shall  be  sufficient  for  any  purpose  of 
this  Indenture  if  made  in  the  following  manner : 

(a)  The  fact  and  date  of  the  execution  by  any  person  of 
such  request  or  other  instrument  or  writing  may  be  proved  by 
the  certificate  of  any  notary  public,  or  other  officer  authorized 
to  take  acknowledgments  of  deeds  to  be  recorded  in  any  State, 
that  the  person  signing  such  request  or  other  instrument 
acknowledged  to  him  the  execution  thereof,  or  by  an  affidavit 
of  a witness  of  such  execution; 

(b)  The  amount  of  bonds  transferable  by  delivery  held  by 
any  person  executing  such  request  or  other  instrument  as  a 
bondholder,  and  the  issue  numbers  thereof,  held  by  such  person, 
and  the  date  of  his  holding  the  same,  may  be  proven  by  a certifi- 
cate executed  by  any  trust  company,  bank,  bankers  or  other 
depositary  wheresoever  situated,  if  such  certificate  shall  be 
deemed  by  the  Trustee  to  be  satisfactory,  showing  that  at  the 
date  therein  mentioned  such  person  had  on  deposit  with  such 
depositary,  the  bonds  described  in  such  certificate.  The  Trus- 
tee may  nevertheless  in  its  discretion  require  further  proof  in 
cases  where  it  deems  further  proof  desirable.  The  ownership 
of  registered  bonds  and  of  notes  shall  be  proved  by  the  registry 
books  as  hereinbefore  provided. 

The  Trustee  shall  not  be  bound  to  recognize  any  person  as  a bond- 
holder unless  and  until  his  title  to  the  bonds  held  by  him  is  proved  in 
the  manner  in  this  Article  VIII  provided. 

ARTICLE  IX. 

Defeasance. 


If  the  Company,  its  successors  or  assigns,  shall  pay  or  cause  to  be 
paid  unto  the  holders  of  said  bonds,  coupons  and  notes  the  principal 
and  interest  to  become  due  thereon  at  the  times  and  in  the  manner 


67 


stipulated  therein,  and  shall  keep,  perform  and  observe  all  and  singular 
the  covenants  and  promises  in  said  bonds  and  notes,  and  in  this  Inden- 
ture  expressed  as  to  be  kept,  performed  and  observed  by  it  or  on  its 
part,  then  these  presents  and  the  estate  and  the  rights  hereby  granted 
shall  cease,  determine  and  be  void,  and  thereupon  the  Trustee  shall,  upon 
request  of  the  Company,  cancel  and  discharge  the  lien  of  this  Indenture, 
and  execute  and  deliver  to  the  Company  such  deeds  as  shall  be  requisite 
to  satisfy  the  lien  hereof,  and  reconvey  to  the  Company  the  estate  and 
title  hereby  conveyed,  and  assign  and  deliver  to  the  Company  any 
property  subject  to  the  lien  of  this  Indenture  which  may  then  be  in 
its  possession.  Bonds  and  notes  for  the  payment  or  redemption  of  which 
money  shall  have  been  set  apart  by  or  paid  to  the  Trustee  shall  be  deemed 
to  be  paid  within  the  meaning  of  this  Article. 


ARTICLE  X. 

Immunity  of  Officers,  Stockholders  and  Directors. 

No  recourse  under  or  upon  any  obligation,  covenant  or  agreement 
contained  in  this  Indenture,  or  in  any  bond  or  coupon  or  note  hereby 
secured,  or  under  any  judgment  obtained  against  the  Company,  or  by 
the  enforcement  of  any  assessment  or  by  any  legal  or  equitable  proceeding 
by  virtue  of  any  constitution  or  statute  or  otherwise  or  under  any  cir- 
cumstances, under  or  independent  of  this  Indenture  shall  be  had 
against  any  stockholder,  officer  or  director  of  the  Company,  or  of  any 
successor  corporation,  either  directly  or  through  the  Company,  or  other- 
wise, for  the  payment  for  or  to  the  Company  or  any  receiver  thereof,  or 
for  or  to  the  holder  of  any  bond  or  coupon  or  note  issued  or  secured 
hereunder  or  otherwise,  of  any  sum  that  may  be  due  and  unpaid  by  the 
Company  upon  any  such  bond  or  coupon  or  note,  and  any  and  all  per- 
sonal liability  of  every  name  and  nature,  whether  at  common  law  or  in 
equity,  or  by  statute  or  by  constitution  or  otherwise,  of  any  such  stock- 
holder, officer  or  director  to  respond  by  reason  of  the  non-payment  of 
any  stock  or  any  act  of  omission  or  commission  on  his  part  or  otherwise, 


68 


for  the  payment  for  or  to  the  Company  or  any  receiver  thereof,  or  for  or 
to  the  holder  of  any  bond  or  coupon  or  note  issued  or  secured  hereunder  or 
otherwise,  of  any  sum  that  may  remain  due  and  unpaid  upon  the  bonds 
and  coupons  and  notes  hereby  secured  or  any  of  them,  is  hereby  expressly 
waived  and  released  as  a condition  of  and  consideration  for  the  execution 
of  this  Indenture  and  the  issue  of  such  bonds  and  coupons  and  notes. 

ARTICLE  XI. 

Consolidations,  Mergers,  Sales  and  Leases. 

Section  1.  Nothing  in  this  Indenture  contained  shall  prevent  any 
consolidation  or  merger  of  the  Company  with  or  into,  or  any  conveyance, 
transfer  or  lease,  subject  to  this  Indenture,  of  all  the  mortgaged  property, 
as  an  entirety,  to  any  corporation  lawfully  entitled  to  acquire  or  lease 
and  operate  the  same;  provided , however ',  and  the  Company  covenants 
and  agrees,  that  such  consolidation,  merger,  conveyance,  transfer  or 
lease  shall  be  upon  such  terms  as  in  no  respect  to  impair  the  lien  of  this 
Indenture,  or  any  of  the  rights  or  powers  of  the  Trustee  or  the  bond- 
holders or  noteholders  hereunder;  and  provided,  further,  that  any  such 
lease  shall  be  made  expressly  subject  to  immediate  termination  by  the 
Trustee  at  any  time  during  the  continuance  of  a default  hereunder  and 
also  by  the  purchaser  of  the  property  so  leased  at  any  sale  thereof  here- 
under, whether  such  sale  be  made  under  the  power  of  sale  hereby  con- 
ferred or  under  judicial  proceedings,  and  that,  upon  any  such  consolida- 
tion, merger,  conveyance  or  transfer,  the  due  and  punctual  payment  of 
the  principal  and  interest  of  all  of  said  bonds  and  notes  according  to 
their  tenor,  and  the  due  and  punctual  performance  and  observance  of 
all  the  terms,  covenants  and  conditions  of  this  Indenture  to  be  kept  or 
performed  by  the  Company,  shall  be  assumed  by  the  corporation  formed 
by  such  consolidation  or  into  which  such  merger  shall  have  been  made, 
or  acquiring  all  the  property  subject  to  this  Indenture  as  an  entirety, 
as  aforesaid. 

Section  2.  In  case  the  Company,  pursuant  to  Section  1 of  this 
Article  XI,  shall  be  consolidated  with  or  merged  into  any  other  corpo- 


69 


ration,  or  shall  convey  or  transfer,  subject  to  the  lien  of  this  Indenture, 
all  the  mortgaged  property,  as  an  entirety,  the  corporation  resulting 
from  such  consolidation,  or  into  which  the  Company  shall  have  been 
merged,  or  which  shall  have  received  a conveyance  or  transfer,  as  afore- 
said (such  corporation  being  hereinafter  called  the  successor  corpora- 
tion)—upon  executing  and  causing  to  be  recorded  an  Indenture  with  the 
Trustee,  satisfactory  to  the  Trustee,  whereby  the  successor  corporation 
shall  assume  and  agree  to  pay  the  principal  and  interest  of  the  bonds  and 
notes  issued  hereunder  and  secured  hereby  in  accordance  with  the  pro- 
visions of  said  bonds  and  coupons  and  notes  and  this  Indenture,  and  shall 
agree  to  perform  and  fulfill  all  the  terms,  covenants  and  conditions  of 
this  Indenture  binding  upon  the  Company — shall  succeed  to  and  be  sub- 
stituted for  the  Company,  with  the  same  effect  as  if  it  had  been  named 
herein  as  the  mortgagor  company,  and  the  successor  corporation  there- 
upon may  cause  to  be  signed,  issued  and  delivered,  either  in  its  own  name 
or  in  the  name  of  East  St.  Louis  and  Interurban  Water  Company,  any  or 
all  of  such  bonds  which  shall  not  theretofore  have  been  signed  by  the 
Company  and  certified  by  the  Trustee,  and  upon  the  order  of  the  suc- 
cessor corporation  in  lieu  of  the  Company,  and  subject  to  all  the  terms, 
conditions  and  restrictions  in  this  Indenture  prescribed,  touching  the 
certification  and  issuance  of  bonds,  the  Trustee  shall  certify  and  deliver 
any  of  such  bonds  which  shall  have  been  previously  signed  and  delivered 
by  the  officers  of  the  Company  to  the  Trustee  for  certification,  and  any  of 
such  bonds  which  the  successor  corporation  shall  thereafter,  in  accord- 
ance with  the  provisions  of  this  Indenture,  cause  to  be  signed  and  deliv- 
ered to  the  Trustee  for  such  purpose.  All  the  bonds  so  issued  shall  in  all 
respects  have  the  same  legal  rank  and  security  as  the  bonds  theretofore 
or  thereafter  issued  in  accordance  with  the  terms  of  this  Indenture  as 
though  all  of  said  bonds  had  been  issued  at  the  date  of  the  execution 
hereof. 

Provided , however,  that  as  a condition  precedent  to  the  execution 
by  the  successor  corporation  and  the  certification  by  the  Trustee  of  any 


70 


such  additional  bonds  in  respect  of  the  making  by  the  successor  corpo- 
ration of  any  permanent  improvements,  extensions  or  additions  to  or 
about  its  plant  and  property,  the  Indenture  with  the  Trustee  to  be 
executed  and  caused  to  be  recorded  by  the  successor  corporation  as  in  this 
Article  XI  provided,  shall  contain  a conveyance  or  transfer  and  mortgage 
in  terms  sufficient  to  include  such  permanent  improvements,  extensions 
and  additions ; and  provided,  f arther,  that  the  lien  created  thereby  shall 
have  similar  force,  effect  and  standing  as  the  lien  of  this  Indenture 
would  have  if  the  Company  should  not  be  consolidated  with  or  merged 
into  such  other  corporation  or  should  not  convey  or  transfer,  subject 
to  this  Indenture,  all  the  property  subject  to  this  Indenture  as  an  entirety, 
as  aforesaid,  to  the  successor  corporation,  and  should  itself  make  such 
permanent  improvements,  extensions  and  additions,  and  request  the 
certification  and  delivery  of  bonds  under  the  provisions  of  this  Indenture 
in  respect  thereof. 

The  Trustee  may  receive  the  certificate  of  any  counsel  (who  may 
be  of  counsel  to  the  Company)  appointed  by  the  Board  of  Directors  of 
the  Company  and  approved  by  the  Trustee,  as  conclusive  evidence  that 
any  such  indenture  complies  with  the  foregoing  conditions  and  provisions 
of  this  section. 

Section  3.  In  case  the  Company,  pursuant  to  Section  1 of  this 
Article  XI,  shall  be  consolidated  with  or  merged  into  any  other  corpora- 
tion, or  shall  convey  or  transfer,  subject  to  this  Indenture,  all  the 
mortgaged  property  as  an  entirety,  as  aforesaid,  neither  this  Indenture 
nor  the  indenture  with  the  Trustee  to  be  executed  and  caused  to  be 
recorded  by  the  successor  corporation,  as  in  Section  2 of  this  Article  XI 
provided,  shall  become  or  be  a lien  upon  any  of  the  properties  or  fran- 
chises of  the  successor  corporation  except  those  acquired  by  it  from  the 
Company,  and  permanent  improvements,  extensions  and  additions  appur- 
tenant thereto,  and  the  permanent  improvements,  extensions  and 
additions  to  or  about  the  plant  and  property  of  the  successor  corpora- 
tion, made  and  used  by  it  as  the  basis  for  the  issue  of  additional  bonds 


71 


under  this  Indenture,  as  herein  provided,  and  such  franchises,  repairs 
and  additional  property  as  may  be  acquired  by  the  successor  corporation 
in  pursuance  of  the  covenants  herein  contained  to  maintain,  preserve  and 
renew  the  franchises  covered  by  this  Indenture  and  to  keep  and  main- 
tain the  property  covered  by  this  Indenture  in  thorough  repair,  working 
order  and  condition,  or  in  pursuance  of  some  other  covenant  or  agree- 
ment hereof  to  be  kept  or  performed  by  the  Company;  but  in  case  of 
any  such  merger  the  accounts  of  the  merged  Company  shall  be  so  kept 
that  the  earnings  of  the  mortgaged  properties  can  be  at  all  times  dis- 
tinguished and  all  the  covenants  herein  contained  affecting  the  mort- 
gaged property  be  fully  performed. 

Section  4.  The  word  “Company”  wherever  herein  contained  shall 
include  the  successor  corporation,  and  any  order,  certificate  or  resolu- 
tions of  the  Board  of  Directors  or  officers  of  the  Company  provided  for 
in  this  Indenture  may  be  made  by  like  officials  of  the  successor 
corporation. 

Section  5.  At  any  time  prior  to  the  exercise  of  any  power  by  this 
Article  XI  reserved  to  the  Company  or  a purchasing  or  successor  cor- 
poration, the  Company  may  surrender  any  power  so  reserved  to  the  Com- 
pany or  to  such  purchasing  or  successor  corporation  by  delivering  to 
the  Trustee  an  instrument  in  writing  executed  by  its  President  or  a 
Vice-President  under  its  corporate  seal  attested  by  its  Secretary  or 
Assistant  Secretary,  accompanied  by  the  affidavit  of  its  Secretary  or 
Assistant  Secretary  that  the  execution  of  such  instrument  was  author- 
ized by  the  vote  of  two-thirds  of  the  entire  Board  of  Directors  of  the 
Company  given  at  a meeting  duly  called  and  held,  and  thereupon  the 
power  so  surrendered  shall  cease. 

ARTICLE  XII. 

Concerning  the  Trustee. 

The  Trustee  accepts  the  trusts  hereunder  and  agrees  to  perform  the 
same  upon  the  terms  and  conditions  hereof,  including  the  following: 


72 


Section  1.  The  Trustee  shall  not  be  required  to  take  notice  of  any 
default  hereunder  unless  specifically  notified  in  writing  of  such  de- 
fault by  a holder  of  bonds  or  notes  then  outstanding  hereunder,  and 
until  so  notified,  the  Trustee  may  assume  that  no  default  has  happened. 
The  Trustee  shall  not  be  under  any  obligation  to  take  any  action  in 
respect  of  any  default  or  otherwise,  nor  towards  the  execution  or  enforce- 
ment of  any  of  the  trusts  hereby  created,  nor  to  institute,  appear  in 
or  defend  any  suit  or  other  proceeding  in  connection  therewith,  unless 
requested  in  writing  so  to  do  by  the  holders  of  twenty-five  per  cent,  in 
amount  of  the  bonds  then  outstanding,  and  if  in  its  opinion  such  action 
may  tend  to  involve  it  in  expense  or  liability,  unless  furnished  from 
time  to  time  as  it  may  require  with  security  and  indemnity  satisfactory 
to  it;  but  this  provision  shall  not  affect  any  discretionary  power  herein 
given  to  the  Trustee.  For  acting  upon  or  in  accordance  with  any  notice, 
request,  consent,  certificate,  bond,  coupon  or  other  document  or  paper 
believed  by  it  to  be  genuine  and  to  have  been  signed  or  presented  by 
the  proper  person,  or  duly  authorized  or  properly  made,  the  Trustee 
shall  not  be  liable  to  anybody.  It  may,  however,  in  its  discretion, 
require  the  production  of  any  bond  or  bonds  or  note  or  notes  or  other 
and  further  proof  of  the  ownership  thereof.  Any  request,  consent  or 
vote  of  the  owner  of  any  bond  or  note  shall  bind  all  future  owners  of  the 
same  instrument  in  respect  of  anything  done  or  suffered  by  the  Trustee 
in  pursuance  thereof. 

The  recitals  and  statements  herein  and  in  said  bonds  and  coupons 
contained  shall  not  be  considered  as  made  by  or  as  imposing  any  obliga- 
tion or  liability  upon  the  Trustee.  The  Trustee  makes  no  representa- 
tion as  to  the  validity  of  this  Indenture,  or  of  any  bonds  or  coupons  or 
notes  issued  hereunder,  nor  as  to  the  security  hereby  afforded,  nor  as 
to  the  title  of  the  Company  to  the  property  hereby  mortgaged.  The 
Trustee  shall  be  under  no  obligation  to  see  to  the  recording,  registration, 
filing  or  refiling  of  this  Indenture  or  any  instrument  of  further  assur- 
ance, or  to  the  giving  of  any  notice  thereof,  or  to  see  to  the  delivery  to 
it  of  personal  property  intended  to  be  mortgaged  or  pledged  hereunder, 


73 


or  generally  to  see  that  any  of  the  property  intended  now  or  hereafter 
to  be  conveyed  in  trust  hereunder  is  subject  to  the  lien  hereof.  The 
Trustee  shall  not  be  accountable  for  the  use  of  any  bond  or  note  delivered 
hereunder  or  the  application  of  the  proceeds  of  the  same. 

The  Trustee  shall  be  under  no  duty  in  respect  to  any  tax  which 
may  be  assessed  against  it  or  against  the  owners  of  bonds  or  notes  here- 
under in  respect  to  the  property  hereby  conveyed,  nor  in  respect  to  any 
other  prior  liens,  nor  to  see  to  the  insurance  of  any  part  of  the  property 
hereby  mortgaged  or  pledged.  The  Trustee  may  select  and  employ  here- 
under suitable  agents  and  attorneys,  and  for  their  acts  and  neglects,  if 
selected  with  reasonable  care,  the  Trustee  shall  be  in  no  wise  responsible. 
The  Trustee  shall  not  be  liable  for  any  error  of  judgment  or  the  exercise 
of  its  discretion  hereunder ; but  the  Trustee  may,  in  its  discretion  advise 
with  legal  counsel  to  be  selected  and  employed  by  it  at  the  expense 
of  the  Company,  and  shall  be  fully  protected  in  any  action  under  this 
Indenture  taken  by  it  in  good  faith  in  accordance  with  the  opinion  of 
such  counsel.  Finally,  and  generally,  the  Trustee,  save  for  its  own 
wilful  default  or  gross  negligence,  shall  not  be  personally  liable  to 
anybody. 

The  Company  agrees,  from  time  to  time,  on  demand,  to  pay  to  the 
Trustee  reasonable  compensation  for  its  services,  to  reimburse  the  Trus- 
tee for  all  its  expenditures,  and  to  indemnify  and  save  the  Trustee 
harmless  against  any  liabilities  which  it  may  incur  in  the  exercise  and 
performance  of  its  powers  and  duties  hereunder;  and  for  such  indemnifi- 
cation, reimbursement  and  compensation  a first  lien  is  hereby  imposed 
by  the  Company  in  favor  of  the  Trustee  upon  the  trust  estate. 

Whenever,  in  the  administration  of  the  trusts  of  this  Indenture,  the 
Trustee  shall  deem  it  necessary  or  desirable  that  any  matter  be  proved 
or  established  prior  to  the  Trustee  taking  or  suffering  any  action  here- 
under, such  matter  (unless  other  evidence  in  respect  thereof  be  herein 
specifically  prescribed)  may  be  deemed  to  be  conclusively  proved  and 
established  by  a certificate  signed  by  the  President  or  a Vice-President 
and  the  Treasurer  or  Assistant  Treasurer  of  the  Company  and  delivered 


74 


to  the  Trustee,  and  sncli  certificate  shall  be  full  warrant  to  the  Trustee  for 
any  action  taken  or  suffered  by  it  under  the  provisions  of  this  Inden- 
ture on  the  faith  thereof;  but  in  its  discretion  the  Trustee  may  require 
such  further  or  additional  evidence  as  to  it  may  seem  reasonable;  and 
the  Trustee  shall  at  all  times  be  authorized  to  make  examination  by 
itself  or  its  agents  of  the  affairs  of  the  Company  for  the  purpose  of 
informing  itself  as  to  the  performance  by  the  Company  of  all  of  its 
covenants  hereunder,  or  for  the  purpose  of  advising  the  Trustee  as  to 
the  exercise  of  any  power  hereunder,  and  the  expense  of  any  such 
examination  shall  be  borne  by  the  Company. 

The  Trustee  shall  allow  and  credit  upon  any  moneys  which  it  may 
at  any  time  receive  or  hold  under  any  of  the  provisions  of  this  Indenture 
interest  at  such  rates  as  it  allows  at  the  same  time  upon  other  deposits 
of  similar  character. 

The  Trustee  may  buy,  sell  or  deal  in  the  bonds  and  coupons  secured 
hereby  as  freely  as  if  it  was  not  Trustee  hereunder,  and  no  trust  relation- 
ship shall  arise  hereunder  as  to  any  such  bonds  or  coupons  which  may 
be  owned  by  the  Trustee. 

Section  2.  The  Trustee  may  resign  and  be  discharged  from  the 
trusts  created  by  this  Indenture  by  giving  to  the  Company  notice  in 
writing,  and  to  the  bondholders  notice  by  publication  of  such  resigna- 
tion, specifying  a date  when  such  resignation  shall  take  effect,  which 
notice  shall  be  published  at  least  once  a week  for  two  successive  weeks 
prior  to  the  date  so  specified,  in  one  daily  newspaper  of  general  circula- 
tion published  in  each  of  the  cities  of  East  St.  Louis,  Illinois,  New 
York  and  Chicago.  Such  resignation  shall  take  effect  on  the  day  spec- 
ified in  such  notice,  unless  previously  a successor  trustee  shall  have 
been  appointed  by  the  bondholders  as  hereinafter  provided,  in  which 
event  such  resignation  shall  take  effect  immediately  on  the  appointment 
of  such  successor  trustee. 

The  Trustee  may  be  removed  at  any  time  by  an  instrument  in  writing, 
appointing  a successor  to  the  Trustee  so  removed,  filed  with  the  Trustee 


75 


and  executed  by  the  holders  of  a majority  in  amount  of  the  bonds  hereby 
secured  and  then  outstanding. 

Section  3.  In  case  at  any  time  the  Trustee  shall  resign  or  shall 
be  removed  or  otherwise  shall  become  incapable  of  acting,  a successor 
may  be  appointed  by  the  holders  of  a majority  in  amount  of  the  bonds 
then  outstanding,  by  an  instrument  in  writing  filed  with  the  Trustee  and 
executed  by  such  bondholders  ; but  until  a new  Trustee  shall  be  appointed 
by  the  bondholders  as  herein  authorized,  the  Company,  by  an  instru- 
ment executed  by  order  of  its  Board  of  Directors,  shall  appoint  a Trus- 
tee to  fill  such  vacancy.  After  any  such  appointment  by  the  Company, 
it  shall  cause  notice  of  such  appointment  to  be  published  once  a week, 
for  two  successive  weeks,  in  one  daily  newspaper  of  general  circulation 
published  in  each  of  the  cities  of  East  St.  Louis,  Illinois,  New  York  and 
Chicago,  but  any  new  Trustee  so  appointed  by  the  Company  shall  imme- 
diately and  without  further  act  be  superseded  by  a Trustee  appointed  in 
the  manner  above  provided  by  the  holders  of  a majority  in  amount 
of  said  bonds,  whenever  such  appointment  by  said  bondholders  shall  be 
made. 

If  in  a proper  case  no  appointment  of  a successor  trustee  shall  be 
made  pursuant  to  the  foregoing  provisions  of  this  Article  XII  within  six 
months  after  either  the  resignation  of  the  Trustee  or  any  successor 
shall  have  taken  effect,  or  the  Trustee  or  any  successor  shall  have  become 
incapable  of  acting,  the  holder  of  any  bond  hereby  secured  or  the  retiring 
Trustee  may  apply  to  any  court  of  competent  jurisdiction  to  appoint  a 
successor  trustee.  Said  court  may  thereupon  after  such  notice,  if  any, 
as  such  court  may  deem  proper  and  prescribe,  appoint  a successor 
trustee. 

Any  successor  trustee  appointed  hereunder  shall  execute,  acknowl- 
edge and  deliver  to  the  Company  an  instrument  accepting  such  appoint- 
ment hereunder  and  thereupon  such  successor  trustee,  without  any 
further  act,  deed,  conveyance  or  transfer,  shall  become  vested  with  the 
title  to  the  mortgaged  premises,  with  all  the  rights,  powers,  trusts,  duties 


76 


and  obligations  of  its  predecessor  in  the  trust  hereunder  with  like  effect 
as  if  originally  named  as  Trustee  herein.  Upon  request  of  such  successor 
trustee,  the  Company  and  the  Trustee  ceasing  to  act  shall  execute  and 
deliver  such  instruments  of  conveyance  and  further  assurance  and  do 
such  other  things  as  may  reasonably  be  required  for  more  fully  and  cer- 
tainly vesting  and  confirming  in  such  successor  trustee  all  the  right,  title 
and  interest  of  the  Trustee  ceasing  to  act  in  and  to  the  mortgaged  prem- 
ises and  property  and  such  rights,  powers,  trusts,  duties  and  obligations, 
and  the  Trustee  ceasing  to  act  shall  also,  upon  like  request,  assign  and 
deliver  to  the  successor  trustee  any  property  subject  to  the  lien  of  this 
Indenture  which  may  then  be  in  its  possession. 

Every  successor  trustee  hereunder  shall  always  be  a trust  company 
in  good  standing,  organized  under  the  laws  of  the  State  of  New  York, 
and  doing  business  in  the  City  of  New  York,  having  a capital,  undivided 
profits  and  surplus  aggregating  at  least  $2,000,000,  if  there  be  such  a trust 
company  willing  and  able  to  accept  such  trust  upon  reasonable  and 
customary  terms. 


AKTICLE  XIII. 

Miscellaneous  Provisions. 

All  the  covenants,  stipulations  and  agreements  in  this  Indenture 
contained  are  and  shall  be  for  the  sole  and  exclusive  benefit  of  the  parties 
hereto,  their  successors  and  assigns,  and  of  the  holders  of  the  bonds  and 
of  the  coupons  and  of  the  notes  hereby  secured. 

Whenever  in  this  Indenture  either  of  the  parties  hereto  is  named  or 
referred  to,  it  shall  be  deemed  to  include  the  successors  and  assigns  of 
such  parties,  and  all  the  covenants,  promises  and  agreements  in  this 
Indenture  contained  by  or  on  behalf  of  the  Company,  or  by  or  on  behalf 
of  the  Trustee,  shall  bind  and  inure  to  the  benefit  of  their  respective 
successors  and  assigns,  whether  so  expressed  or  not. 

This  Indenture  may  be  simultaneously  executed  in  any  number  of 
counterparts,  and  all  said  counterparts  executed  and  delivered,  each  as 
an  original,  shall  constitute  but  one  and  the  same  instrument. 


77 


In  witness  whereof  said  East  St.  Louis  and  Interurban  Water 
Company  and  said  The  Farmers’  Loan  and  Trust  Company  have  caused 
these  presents  to  be  signed  in  their  respective  corporate  names  by  tlieir 
respective  presidents  or  vice-presidents,  and  impressed  with  their  respec- 
tive corporate  seals,  attested  by  their  respective  secretaries  or  assistant 
secretaries,  all  as  of  the  day  and  year  first  above  written. 

East  St.  Louis  and  Interurban  Water  Company, 

By  A.  M.  Lynn 

President. 


Seal 

of  East  St.  Louis 
and  Interurban 
Water  Company 


Attest  : 

D.  M.  Watt 

Asst.  Secretary. 

Signed,  sealed  and  delivered  by 
East  St.  Louis  and  Inter- 
urban Water  Company  in  the 
presence  of 

Frank  H.  Mason 
E.  F.  Graham 


Attest : 


The  Farmers’  Loan  and  Trust  Company, 

By  A.  V.  Heely 

Vice  President. 


C.  R.  Agnew 

Asst.  Secretary. 

• 

Signed,  sealed  and  delivered  by 
The  Farmers’  Loan  and  Trust 
Company  in  the  presence  of 

H.  B.  Smith 
D.  H.  Barrows 


Seal 

of  The  Farmers’ 
Loan  and  Trust 
Company 


78 


State  of  New  York,)  # 

County  of  New  York,j  “ 

I,  A.  G.  Swan,  Notary  Public,  in  and  for  said  County  in  the  State 
aforesaid,  Do  Hereby  Certify  that  A.  M.  Lynn  personally  known  to  me 
to  be  the  President  of  the  East  St.  Louis  and  Interurban  Water 
Company,  a corporation,  and  D.  M.  Watt  personally  known  to  me  to 
be  the  Asst.  Secretary  of  said  corporation,  whose  names  are  subscribed 
to  the  foregoing  mortgage  or  deed  of  trust,  appeared  before  me  this  day 
in  person  and  severally  acknowledged  that  as  such  President  and  Asst. 
Secretary,  they  signed  and  delivered  the  said  mortgage  or  deed  of  trust 
as  President  and  Asst.  Secretary  of  said  corporation,  and  caused  the 
corporate  seal  of  said  corporation  to  be  affixed  thereto,  pursuant  to 
authority  given  by  the  Board  of  Directors  of  said  corporation  as  their 
free  and  voluntary  act,  and  as  the  free  and  voluntary  act  and  deed  of 
said  corporation  for  the  uses  and  purposes  therein  set  forth. 

Given  under  my  hand  and  notarial  seal  this  29th  day  of  Dec.,  1916. 
My  commission  expires  March  30,  1918. 


[notarial 

seal] 


A.  G.  Swan 
Notary  Public 

Notary  Public,  Kings  County 
Certificate  Filed  in  New  York  County  No.  164 
New  York  County  Register  No.  8214 


79 


State  of  New  York ,) 

County  of  New  York,)88" 

I,  Leslie  M.  McCrum,  Notary  Public,  acting  in  and  for  said  County, 
in  the  State  aforesaid,  Do  Hereby  Certify  that  Augustus  Y.  Heely  per- 
sonally known  to  me  to  be  the  Vice  President  of  The  Farmers’  Loan  and 
Trust  Company,  a corporation,  and  Cornelius  R.  Agnew  personally 
known  to  me  to  be  the  Ass’t.  Secretary  of  said  corporation,  whose  names 
are  subscribed  to  the  foregoing  mortgage  or  deed  of  trust,  appeared  before 
me  this  day  in  person  and  severally  acknowledged  that  as  such  Vice 
President  and  Ass’t  Secretary,  they  signed  and  delivered  the  said  mort- 
gage or  deed  of  trust  as  Vice  President  and  Ass’t  Secretary  of  said  cor- 
poration, and  caused  the  corporate  seal  of  said  corporation  to  be  affixed 
thereto,  pursuant  to  authority  given  by  the  Board  of  Directors  of  said 
corporation  as  their  free  and  voluntary  act,  and  as  the  free  and  voluntary 
act  and  deed  of  said  corporation  for  the  uses  and  purposes  therein 
set  forth. 

Given  under  my  hand  and  notarial  seal  this  30th  day  of  December, 
1916.  My  commission  expires  March  30,  1918. 

Leslie  M.  McCrum 
Notary  Public. 

Notary  Public,  Bronx  Co.  No.  6 
Ctf  tiled  New  York  Co.  No.  6,  N.  Y.  Co.  Reg.  8017 


[notarial 

seal] 


State  of  Illinois) 

Madison  County  ) ss 

I hereby  certify  that  within  instrument  was  filed  for  record  in  the 
aforesaid  County  on  the  2 day  of  Jan.  1917  at  4.30  o’clock  p.  m.  and 
recorded  in  Book  421  Page  65. 

H.  M.  Sanders 

Recorder. 


STATE  OF  ILLINOIS  > 

ST  CLAIR  COUNTY  f 00 

FILED  FOR  RECORD  AT  5 00  P.  M.  JAN  2 1917  AND  RECORDED  IN 
BOOK  477  PAGE  331 

C A SUMMERS,  RECORDER 

BY  W.  O.  D.  DEPUTY 


1617W 


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105646878 


